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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Rule 14D-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 12)
VERIO INC.
(Name of Subject Company)
VERIO INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.00l per share
Series A 6.75% Convertible Preferred Stock, par value $.001 per share
(Title of Class of Securities)
923433106 (Common Stock)
923433502 (Preferred Stock)
923433304 (Preferred Stock)
(CUSIP Number of Class of Securities)
Justin L. Jaschke
Chief Executive Officer
8005 South Chester Street, Suite 200
Englewood, Colorado 80112
(303) 645-1900
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Gavin B. Grover, Esq. Carla Hamre Donelson, Esq.
Morrison & Foerster LLP General Counsel
425 Market Street Verio Inc.
San Francisco, California 94105 8005 South Chester Street, Suite 200
(415) 268-7000 Englewood, Colorado 80112
(303) 645-1900
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This Amendment No. 12 (the "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented, the "Schedule 14D-9") filed with the Securities and Exchange
Commission (the "SEC") on May 18, 2000 by Verio Inc., a Delaware corporation
("Verio" or the "Company"), as amended by Amendment No. 1 thereto filed with
the SEC on May 24, 2000, Amendment No. 2 thereto filed with the SEC on June
13, 2000, Amendment No. 3 thereto filed with the SEC on June 15, 2000,
Amendment No. 4 thereto filed with the SEC on June 20, 2000, Amendment No. 5
thereto filed with the SEC on June 30, 2000, Amendment No. 6 thereto filed
with the SEC on July 14, 2000, Amendment No. 7 thereto filed with the SEC on
July 20, 2000, Amendment No. 8 thereto filed with the SEC on July 28, 2000,
Amendment No. 9 thereto filed with the SEC on August 1, 2000, Amendment No. 10
thereto filed with the SEC on August 3, 2000, and Amendment No. 11 thereto
filed with the SEC on August 11, 2000, relating to the tender offer by Chaser
Acquisition, Inc., a Delaware corporation and an indirect wholly-owned
subsidiary of NTT Communications Corporation, a limited liability joint stock
company incorporated under the laws of Japan ("NTT Communications") and a
wholly-owned subsidiary of Nippon Telegraph and Telephone Corporation, a
limited liability joint stock company incorporated under the laws of Japan,
disclosed in a Tender Offer Statement on Schedule TO, dated May 17, 2000, as
amended, to purchase all of the issued and outstanding shares of the Company's
common stock, par value $.001 per share ("Common Stock"), (other than shares
of Common Stock already owned by NTT Communications and its subsidiaries) at a
purchase price of $60.00 per share, net to the seller in cash, without
interest thereon, all of the issued and outstanding shares of the Company's
Series A 6.75% Convertible Preferred Stock, par value $.001 per share
("Preferred Stock"), at a purchase price of $62.136 per share, plus all
accumulated and unpaid dividends on each share of Preferred Stock from August
1, 2000 to and including the expiration date of the Offer (as defined below),
net to the seller in cash, without interest thereon, and certain outstanding
warrants to purchase 1,306,228 shares of Common Stock, upon the terms and
subject to the conditions set forth in the Offer to Purchase dated May 17,
2000 (the "Offer to Purchase") and in the related Letters of Transmittal
(which, together with the Offer to Purchase, as amended or supplemented from
time to time, constitute the "Offer"). This Amendment is being filed on behalf
of the Company. Capitalized terms used and not defined herein shall have the
meanings assigned to such terms in the Schedule 14D-9.
Item 3. Past Contacts, Transactions, Negotiations and Agreements; Item
8. Additional Information.
The subsection "Debt Tender Offer" in Item 3 and Item 8 of the Schedule 14D-
9 and under the section "Certain Relationships and Related Transactions" found
in Schedule I of the Schedule 14D-9, referenced in Item 3 and Item 8,
subsection "Information Statement", of the Schedule 14D-9, is hereby amended
and supplemented by adding the following:
On August 15, 2000, Verio issued a press release announcing that each
Debt Offer was extended until 5:00 p.m., New York City time, on Wednesday,
August 23, 2000. The full text of the press release is attached as Exhibit
(a)(5)(BB) hereto.
Item 8, subsection "Exon-Florio Amendment" of the Schedule 14D-9 is hereby
amended and supplemented by the following:
NTT Communications and Verio have been advised by CFIUS that, following
completion of its investigation (pursuant to the Exon-Florio Amendment) of
the transactions contemplated by the Merger Agreement, the constituent
members of CFIUS have each voted to recommend to the President of the
United States that he take no action to suspend or prohibit the
transactions. By law, the President of the United States must act on this
recommendation by August 29, 2000.
In connection with the proceedings, NTT Communications and Verio,
following consummation of the Offer, will supplement Verio's existing
internal operational policies, manuals and procedures for handling lawful
requests of law enforcement agencies, including formal security procedures
to protect classified information. These new steps will also ensure that
Verio customer information is not disclosed to unauthorized parties. NTT
Communications and Verio believe that these steps further goals shared by
the industry and are fully consistent with the requirements of Verio's
customers.
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Schedule I of the Schedule 14D-9, referenced in Item 8, subsection
"Information Statement" of the Schedule 14D-9, is hereby amended and
supplemented by the following:
On August 15, 2000, NTT Communications issued a press release announcing
that the Offer was extended until 12:00 midnight, New York City time, on
Monday, August 21, 2000. The full text of the press release of NTT
Communications is attached as Exhibit (a)(1)(R) hereto and incorporated
herein by reference.
Item 9. Material to Be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibits:
<TABLE>
<CAPTION>
Exhibit
No. Description
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<C> <S>
(a)(1)(R) Press Release of NTT Communications, dated August 15, 2000*
(a)(1)(S) Amendment to the Offer to Purchase, dated August 15, 2000*
(a)(5)(BB) Press Release of the Company, dated August 15, 2000
</TABLE>
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* Incorporated by reference to Amendment No. 13 to the Tender Offer Statement
on Schedule TO, dated August 15, 2000, filed by Chaser Acquisition, Inc.,
NTT Communications Corporation and Nippon Telegraph and Telephone
Corporation.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: August 15, 2000.
/s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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