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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: August 3, 2000
(Date of earliest event reported: May 7, 2000)
VERIO INC.
(Exact name of Registrant as specified in its charter)
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Delaware 0-24219 84-1339720
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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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 1. CHANGES IN CONTROL OF REGISTRANT.
(a) No change in control of the Registrant has occurred as of the date of
this filing.
(b) On May 7, 2000, the Registrant entered into an Agreement and Plan of
Merger (the "Merger Agreement") with NTT Communications Corporation ("NTT
Communications") and Chaser Acquisition, Inc., an indirect wholly-owned
subsidiary of NTT Communications ("Sub"). The Merger Agreement was filed
previously as an exhibit to the Registrant's Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on May 8, 2000. Pursuant to the
Merger Agreement, and upon the terms and subject to the conditions thereof and
as 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"), Sub has commenced a cash tender offer for (i) all of the issued and
outstanding shares of common stock, par value $.001 per share, of the Registrant
(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, (ii) all of the issued and outstanding shares of
Series A 6.75% convertible preferred stock, par value $.001 per share, of the
Registrant, at a purchase price of $62.136 per share, plus all accumulated and
unpaid dividends on such shares of convertible preferred stock from August 1,
2000 to and including the expiration date of the Offer, net to the seller in
cash, without interest thereon, and (iii) certain outstanding warrants to
purchase 1,306,228 shares of common stock of the Registrant. Following the
Offer, Sub will merge with and into the Registrant (the "Merger") and the
Registrant will become an indirect wholly-owned subsidiary of NTT
Communications. In the Merger, the remaining common and preferred shareholders
of the Registrant will become entitled to receive the per share consideration
paid in the Offer.
The Registrant previously filed a Form 8-K with the Commission on June 2,
2000 pursuant to which the Registrant incorporated by reference as exhibits the
Tender Offer Statement on Schedule TO, and the schedules and exhibits
incorporated therein, filed by Sub, NTT Communications and Nippon Telegraph and
Telephone Corporation with the Commission on May 17, 2000, as amended by
Amendment No. 1 and Amendment No. 2 thereto, and the Solicitation/Recommendation
Statement on Schedule 14D-9, and the schedules and exhibits incorporated
therein, filed by the Registrant with the Commission on May 18, 2000, as amended
by Amendment No. 1 thereto.
Thereafter, the Registrant filed a Form 8-K with the Commission on June 28,
2000 pursuant to which the Registrant incorporated by reference as exhibits
Amendment No. 3, Amendment No. 4 and Amendment No. 5 to the Tender Offer
Statement on Schedule TO filed with the Commission by Sub, NTT Communications
and Nippon Telegraph and Telephone Corporation. In the same Form 8-K, the
Registrant also incorporated by reference as exhibits Amendment No. 2, Amendment
No. 3 and Amendment No. 4 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Commission by the Registrant.
On July 14, 2000, the Registrant filed a Form 8-K with the Commission
pursuant to which the Registrant incorporated by reference as exhibits Amendment
No. 6 and Amendment No. 7 to the Tender Offer Statement on Schedule TO filed
with the Commission by Sub, NTT Communications and Nippon Telegraph and
Telephone Corporation. In the same Form 8-K, the Registrant also incorporated by
reference as exhibits Amendment No. 5 and Amendment No. 6 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Commission by the Registrant.
Since July 14, 2000, Sub, NTT Communications and Nippon Telegraph and
Telephone Corporation filed with the Commission on each of July 19, 2000, July
21, 2000, July 28, 2000, and August 1, 2000, respectively, Amendment No. 8,
Amendment No. 9, Amendment No. 10 and Amendment No. 11 to the Tender Offer
Statement on Schedule TO. Similarly, on each of July 20, 2000, July 28, 2000,
August 1, 2000, and August 3, 2000, respectively, the Registrant filed with the
Commission Amendment No. 7, Amendment No. 8, Amendment No. 9, and Amendment No.
10 to the Solicitation/Recommendation Statement on Schedule 14D-9.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
2.1 Amendment No. 8 to the Tender Offer Statement on Schedule TO, dated
July 19, 2000, filed with the Securities and Exchange Commission by Chaser
Acquisition, Inc., NTT Communications Corporation and Nippon Telegraph and
Telephone Corporation, incorporated by reference to such filing.
2.2 Amendment No. 7 to the Solicitation/Recommendation Statement on
Schedule 14D-9, dated July 20, 2000, filed with the Securities and Exchange
Commission by Verio Inc., incorporated by reference to such filing.
2.3 Amendment No. 9 to the Tender Offer Statement on Schedule TO, dated
July 21, 2000, filed with the Securities and Exchange Commission by Chaser
Acquisition, Inc., NTT Communications Corporation and Nippon Telegraph and
Telephone Corporation, incorporated by reference to such filing.
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2.4 Amendment No. 10 to the Tender Offer Statement on Schedule TO, dated
July 28, 2000, filed with the Securities and Exchange Commission by Chaser
Acquisition, Inc., NTT Communications Corporation and Nippon Telegraph and
Telephone Corporation, incorporated by reference to such filing.
2.5 Amendment No. 8 to the Solicitation/Recommendation Statement on
Schedule 14D-9, dated July 28, 2000, filed with the Securities and Exchange
Commission by Verio Inc., incorporated by reference to such filing.
2.6 Amendment No. 11 to the Tender Offer Statement on Schedule TO, dated
August 1, 2000, filed with the Securities and Exchange Commission by Chaser
Acquisition, Inc., NTT Communications Corporation and Nippon Telegraph and
Telephone Corporation, incorporated by reference to such filing.
2.7 Amendment No. 9 to the Solicitation/Recommendation Statement on
Schedule 14D-9, dated August 1, 2000, filed with the Securities and Exchange
Commission by Verio Inc., incorporated by reference to such filing.
2.8 Amendment No. 10 to the Solicitation/Recommendation Statement on
Schedule 14D-9, dated August 3, 2000, filed with the Securities and Exchange
Commission by Verio Inc., incorporated by reference to such filing.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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
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Carla Hamre Donelson
Vice President, General Counsel and Secretary
Dated: August 3, 2000
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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2.1* Amendment No. 8 to the Tender Offer Statement on Schedule
TO, dated July 19, 2000, filed with the Securities and
Exchange Commission by Chaser Acquisition, Inc., NTT
Communications Corporation and Nippon Telegraph and
Telephone Corporation.
2.2* Amendment No. 7 to the Solicitation/Recommendation Statement
on Schedule 14D-9, dated July 20, 2000, filed with the
Securities and Exchange Commission by Verio Inc.
2.3* Amendment No. 9 to the Tender Offer Statement on Schedule
TO, dated July 21, 2000, filed with the Securities and
Exchange Commission by Chaser Acquisition, Inc., NTT
Communications Corporation and Nippon Telegraph and
Telephone Corporation.
2.4* Amendment No. 10 to the Tender Offer Statement on Schedule
TO, dated July 28, 2000, filed with the Securities and
Exchange Commission by Chaser Acquisition, Inc., NTT
Communications Corporation and Nippon Telegraph and
Telephone Corporation.
2.5* Amendment No. 8 to the Solicitation/Recommendation Statement
on Schedule 14D-9, dated July 28, 2000, filed with the
Securities and Exchange Commission by Verio Inc.
2.6* Amendment No. 11 to the Tender Offer Statement on Schedule
TO, dated August 1, 2000, filed with the Securities and
Exchange Commission by Chaser Acquisition, Inc., NTT
Communications Corporation and Nippon Telegraph and
Telephone Corporation.
2.7* Amendment No. 9 to the Solicitation/Recommendation Statement
on Schedule 14D-9, dated August 1, 2000, filed with the
Securities and Exchange Commission by Verio Inc.
2.8* Amendment No. 10 to the Solicitation/Recommendation
Statement on Schedule 14D-9, dated August 3, 2000, filed
with the Securities and Exchange Commission by Verio Inc.
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* Incorporated by reference to such filing.
