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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
(Rule 14D-101)
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SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)
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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)
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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. 13 (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, Amendment No. 11 thereto filed
with the SEC on August 11, 2000, and Amendment No. 12 thereto filed with the
SEC on August 16, 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 "Other Transactions" 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:
As of August 11, 2000, Verio entered into a Collocation Services Agreement
with NTT Communications in Japan. Under the terms of the agreement, Verio will
resell the collocation and Internet connectivity services of NTT
Communications to Verio's customers in Japan. Such collocation and Internet
connectivity services will be made available to Verio's customers at NTT
Communications's new data center in Tokyo. NTT Communications will charge
Verio a wholesale price for the services that Verio may resell to its
customers. To date, Verio has paid NTT Communications approximately $55,585.52
in connection with this reseller relationship.
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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 18, 2000.
By: /s/ Justin L. Jaschke
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Justin L. Jaschke
Chief Executive Officer and Director
