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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. 10)
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:
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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. 10 (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,
and Amendment No. 9 thereto filed with the SEC on August 1, 2000, relating to
the tender offer by Chaser Acquisition, Inc., a Delaware corporation
("Purchaser") 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 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
(23) On August 3, 2000, Verio, Verio, LLC and Salomon Brothers Holding
Company Inc. amended their Confirmation for Equity Swap Transaction, dated
as of March 17, 2000, in order to allow, among other things, Verio, LLC to
enter into a Credit Agreement, dated as of August 3, 2000, with Citibank,
N.A. At the same time, Verio, LLC amended and restated the Pledge Agreement
in order to allow, among other things, for the 2,860,000 shares of Common
Stock already pledged as part of the equity swap transaction also to be
pledged as collateral for the loan amount of $11,200,000 received by Verio,
LLC from Citibank, N.A. The amendment to the Confirmation for Equity Swap
Transaction also provided that Verio, LLC acknowledge that the 640,000
shares of Common Stock purchased by Salomon Brothers Holding Company Inc.
from Verio, LLC on March 17, 2000 will be tendered in the Offer. All of
these transactions were effected in New York City.
Item 8. Additional Information.
Item 8, subsection "Exon-Florio Amendment" of the Schedule 14D-9 is hereby
amended and supplemented by the following:
NTT Communications and Verio continue to cooperate with CFIUS during its
ongoing investigation, pursuant to the Exon-Florio Amendment, of the
transactions contemplated by the Merger Agreement. While the confidential
nature of that process precludes NTT Communications and Verio from
reporting or commenting in detail on the status of and developments in the
course of that investigation, the companies issued a joint press release,
dated August 3, 2000, to address the recent volatility in Verio's stock
price that appears to be related to rumors concerning the status of the
transactions contemplated by the Merger Agreement. In particular, the
companies confirmed that they are continuing their cooperation and
discussions with CFIUS member agencies in connection with the CFIUS
investigation process. By the terms
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of the Exon-Florio Amendment, the CFIUS process will expire on or prior to
August 29, 2000. By the terms of the Merger Agreement, and as permitted
under the Exon-Florio Amendment, NTT Communications and Purchaser may elect
to waive the condition under the Merger Agreement relating to the Exon-
Florio Amendment and proceed to accept for payment and pay for the Shares
tendered pursuant to the Offer prior to the completion of the CFIUS
process. Verio and NTT Communications continue to believe that the
transactions contemplated by the Merger Agreement will be found to raise no
national security concerns under the Exon-Florio Amendment and that the
CFIUS process will not prevent the parties to the Merger Agreement from
closing the transactions contemplated by it. The full text of the joint
press release of NTT Communications and Verio is attached as Exhibit
(a)(1)(Q) hereto.
Item 9. Material to Be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibit:
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Exhibit No. Description
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(a)(1)(Q) Joint Press Release of NTT Communications and the Company, dated August 3, 2000
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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 3, 2000. /s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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