VERIO INC
8-K, 1999-11-18
COMPUTER PROCESSING & DATA PREPARATION
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                        Date of Report November 18, 1999
              (Date of earliest event reported: November 16, 1999)

                                   VERIO INC.

             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                              <C>                                      <C>
           Delaware                                       0-24219                                    84-1339720
(State or other jurisdiction of                  (Commission File Number)                 (IRS Employer Identification No.)
        incorporation)
</TABLE>

         8005 South Chester Street, Suite 200, Englewood, Colorado     80112
                (Address of Principal Executive Offices)             (Zip Code)

                                 (303) 645-1900
              (Registrant's telephone number, including area code)

                                 Not applicable.
          (Former name or former address, if changed since last report)


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         ITEM 5.  OTHER EVENTS.

         On November 16, 1999, the Registrant issued a press release, a copy of
which is attached hereto as Exhibit 99(a) and incorporated by reference herein.

         ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS.

         (c)  Exhibits.

         99(a) Press Release issued by the Registrant dated November 16, 1999.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                              VERIO INC.

                                              By: /s/    Carla Hamre Donelson
                                                 -------------------------------
                                                 Carla Hamre Donelson
                                                 Vice President, General Counsel
                                                 and Secretary

Dated:    November 18, 1999



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                                  Exhibit Index

Exhibit No.                           Description
- -----------                           -----------

   99(a)         Press Release issued by the Registrant dated November 16, 1999



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                                                                   EXHIBIT 99(a)


Verio Inc. Announces $400 Million Private Debt Offering

ENGLEWOOD, COLO., NOV. 16, 1999 -- Verio Inc. (Nasdaq:VRIO), the world's largest
operator of Web sites for businesses and a leading provider of comprehensive
Internet services, today announced that it has agreed to issue $400 million
aggregate principal amount of 10-5/8% Senior Notes due 2009 (the "Notes"), in a
private placement to a number of institutional investors in accordance with
Securities Exchange Commission Rule 144A. These securities have not been
registered under the Securities Act and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.

Verio expects the net proceeds of this offering will be used for general
corporate purposes (including payments to Qwest Communications under a recently
executed 20-year capacity agreement) and to further various strategic
initiatives, such as the advancement of Verio's Web-hosting business, including
the development of additional data centers and Web server co-location space. Net
proceeds may also be used to continue Verio's expansion into enhanced services,
including the application services and e-commerce arenas, continued development
of its international strategy, and expansion opportunities that extend the
company's scale and geographic presence and further leverage Verio's systems and
technology platforms.

ABOUT VERIO INC.

Verio Inc. is the world's largest operator of Web sites for businesses and a
leading provider of comprehensive Internet services, with an emphasis on serving
the small and mid-sized business market. The company offers customers a broad
range of Internet solutions, including high-speed access, Web hosting,
e-commerce, virtual private networks and other enhanced services. Verio supports
its operations with highly reliable and scalable national infrastructure and
systems including a facilities-based Tier One national network. Verio delivers
locally based sales and engineering support in 41 of the top 50 U.S. markets
under the Verio brand name and provides Web-hosting services to customers in
more than 170 countries.

For more information on Verio, visit the company's Web site at www.verio.com.
The corporate headquarters are located in Englewood, Colorado at 8005 S. Chester
St., Suite 200, 80112, phone number 303.645.1900.

Except for the historical information contained herein, certain matters set
forth in this press release concerning Verio are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties, including but not limited to fluctuations in operating
results, additional capital requirements, competition, integration of
acquisitions, and implementation of network infrastructure. Readers are also
encouraged to refer to Verio's reports from time to time filed with the
Securities and Exchange Commission, including the Company's Current Quarterly
Report on Form 10-Q filed on November 12, 1999, for a further discussion of
Verio's business and risk factors that may affect operating and financial
results.

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