<PAGE>
Exhibit (a)(5)(Z)
August 11, 2000
Re: Instructions Regarding Options Granted to Residents of Germany
To Verio Associates Who Received Options While Residents of Germany:
As you are aware, NTT Communications Corporation ("NTT Communications") has
made a tender offer to purchase all outstanding common stock of Verio Inc.
("Verio") for cash at a price of $60.00 per share (the "Offer"). This letter
explains the effects of the Offer on the Verio stock option plan in which you
participate and on shares of Verio stock that you may own outright. Please read
through this letter carefully, as it provides instructions for what you must do
to participate in the Offer that NTT Communications has made to acquire Verio.
1. Verio Stock You Own Directly.
If you have previously purchased shares of Verio stock and you hold these
shares in a brokerage account, your broker already should have sent you
materials describing the Offer and what you need to do in order to tender the
shares in the Offer. You should call your broker if you have not received these
forms, but we have also included a copy with this letter. If you hold your
shares through a broker and you have appropriately activated your account with
them, then you can tender your shares without the necessity of completing any
documents by merely calling your broker and instructing him or her to tender the
shares on your behalf. Your broker may charge you a fee for tendering your
shares in the Offer.
If you hold Verio stock that is evidenced by an actual stock certificate,
you should have received a package of materials directly in the mail containing
a blue Letter of Transmittal. In the case of shares for which you actually hold
a stock certificate, you must complete and sign the Letter of Transmittal and
return it to the Depositary Agent in accordance with the instructions contained
in that document.
If you do not tender shares that you actually own in the Offer, but the
Offer is nevertheless completed, your shares will be automatically converted
into cash, at the same $60 price per share, at the time of the merger that NTT
Communications will effect some time after the completion of the Offer. We
don't know precisely what the timing of that subsequent merger would be.
2. Verio Stock Options.
Attached to this letter is a summary prepared by our stock plan
administrators showing the option grants that you have previously received from
Verio and information concerning those grants as of July 31, 2000. (This
information is based on our confirmed internal option grant records. If you
have any questions about this information, please contact your local Human
Resources manager.)
If, upon completion of the Offer, a portion of your options is vested, then
you will be entitled to receive cash shortly after the completion of the Offer
for the vested portion
<PAGE>
of your options. The amount of cash that you will receive for each share of
stock covered by the vested options you hold at that time will equal the
difference between $60 and the exercise price applicable to that option, less
applicable federal, state and local tax withholdings. To the extent that
applicable taxes cannot be withheld under applicable German law from the cash
payment or your regular wages and salary, Verio is entitled to claim such taxes
from you and, if not paid, notify the tax authorities. You must sign the
duplicate copy of this letter included in this package and return it to Verio in
the enclosed envelope (or deliver it to your local HR representative) in order
to receive cash in exchange for the portion of your options that has vested as
of the time the Offer is completed.
If you have questions concerning whether you might want to exercise vested
options that you currently hold and participate in the Offer with the shares
that you acquire upon exercise, or simply continue to hold your vested options
and receive cash shortly after the completion of the Offer, you should consult
with your own financial and tax advisors concerning the treatment of exchanging
your options for the right to receive cash under German tax law. If you have a
vesting date that occurs within a matter of days before the tender offer is
actually completed, it may not be possible for you to effectuate an exercise of
those options in time to satisfy the requirements for participation in the
tender offer with the shares that would be issued upon that exercise. That
should not concern you, because in that case the vested options that you hold
will be paid out in cash as described in the preceding paragraph shortly
following the completion of the tender offer.
Under the terms of our agreement with NTT Communications, all outstanding
option grants that remain unvested when the Offer is completed will be exchanged
for a right to receive cash that will be paid to you in accordance with the
original vesting terms of your options, as discussed in the attached notice.
When the Offer is completed, you will receive a written agreement documenting
your ongoing rights to receive cash, as described in the attached notice, that
will replace your options. At that time, you will need to execute and return an
acknowledgement form in order to receive the future cash payments.
The Plan will terminate upon completion of the Offer.
Again, if you wish to receive cash in exchange for the vested portion of
your options, please sign and date the enclosed copy of this letter and return
it to Verio in the envelope provided, or deliver it to your local HR
representative. You will not receive the cash amount described in this letter
for your vested options until the Offer is actually completed and Verio has
received a signed copy of this letter back from you.
By signing and returning the enclosed copy of this letter to Verio, you are
agreeing, if the Offer is completed, to exchange your outstanding options for
the right to receive cash, as described above and in the accompanying notice.
Consequently, upon completion of the Offer, you will have no further rights to
acquire the Verio stock represented by your options. Under the terms of the
options themselves, all of your outstanding options will automatically expire
upon completion of the Offer in light of NTT Communication's agreement to
exchange your options for the right to receive cash.
<PAGE>
If you have any additional questions about the foregoing or any of the
attachments, please send your questions to [email protected] or visit the
Verio intranet at either https://inside.verio.net or https://intranet.verio.net.
You are strongly encouraged to consult with your own financial and tax advisors
concerning the treatment of exchanging your options for the right to receive
cash under German tax law.
Very truly yours,
/s/ Justin L. Jaschke
Justin L. Jaschke
I have reviewed the foregoing Instructions Regarding Options Granted to
Residents of Germany and the accompanying information concerning the options
previously granted to me in connection with my employment by Verio. I hereby
request that payment be made to me as described in this letter and the
accompanying documents for the options that I hold pursuant to such grant. I
hereby request that payment be made to me as described in this letter and the
accompanying documents for the options that I hold pursuant to such grant.
Signature:
----------------------------
Print Name:
----------------------------
Verio Office Location:
-----------------
Date:
-----------------------------------
Attachments:
o Individual Summary of Option Grants
o Tender Offer Materials
o Notice Regarding Treatment of Unvested Options Granted While Resident in
Germany
