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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: June 2, 2000
(Date of earliest event reported: May 7, 2000)
VERIO INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24219 84-1339720
(State or other jurisdiction (Commission File Number (IRS Employer
of incorporation) Identification No.)
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., a 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 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 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 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, if the purchase of the shares of convertible preferred
stock pursuant to the Offer occurs after July 31, 2000, 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 a 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.
Additional information regarding the Offer is available in 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 (collectively, the
"Schedule TO"), and in 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 (collectively, the
"Schedule 14D-9"). The Offer to Purchase is being made available to the
stockholders of the Registrant by mail and is otherwise available on request
from the information agent for the Offer, Morrow & Co., Inc.
If the Offer is consummated as described in the Merger Agreement, the
Schedule TO and the Schedule 14D-9, a change in control of the Registrant will
occur as described therein. The persons acquiring control, the amount and the
source of consideration used by those persons, the basis of control, the
percentage of voting securities of the Registrant to be acquired by the persons
acquiring control, and the identity of the persons from whom control would be
assumed, are described in the Schedule TO and Schedule 14D-9.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Tender Offer Statement on Schedule TO, dated May 17, 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 Schedule 14D-9, dated May 18, 2000, filed with the Securities and
Exchange Commission by Verio Inc., incorporated by reference to such filing.
2.3 Amendment No. 1 to the Tender Offer Statement on Schedule TO, dated
May 23, 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.
2.4 Amendment No. 1 to the Schedule 14D-9, dated May 24, 2000, filed
with the Securities and Exchange Commission by Verio Inc., incorporated by
reference to such filing.
2.5 Amendment No. 2 to the Tender Offer Statement on Schedule TO, dated
May 31, 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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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: June 2, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
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<S> <C>
2.1* Tender Offer Statement on Schedule TO, dated May 17,
2000, filed with the Securities and Exchange
Commission by Chaser Acquisition, Inc., NTT
Communications Corporation and Nippon Telegraph and
Telephone Corporation.
2.2* Schedule 14D-9, dated May 18, 2000, filed with the
Securities and Exchange Commission by Verio Inc.
2.3* Amendment No. 1 to the Tender Offer Statement on
Schedule TO, dated May 23, 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. 1 to the Schedule 14D-9, dated May 24,
2000, filed with the Securities and Exchange
Commission by Verio Inc.
2.5* Amendment No. 2 to the Tender Offer Statement on
Schedule TO, dated May 31, 2000, filed with the
Securities and Exchange Commission by Chaser
Acquisition, Inc., NTT Communications Corporation and
Nippon Telegraph and Telephone Corporation.
</TABLE>
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* Incorporated by reference to such filing.
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