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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. 11)
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. 11 (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, and Amendment
No. 10 thereto filed with the SEC on August 3, 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 9. Material to Be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following exhibits:
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Exhibit No. Description
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(a)(5)(X) Letter to Verio Associates Granted Options under the UK Share
Option Sub-Plan from Justin L. Jaschke, dated August 11, 2000
(a)(5)(Y) Notice regarding Treatment of Unvested Options in Tender Offer
Under the UK Share Option Sub-Plan
(a)(5)(Z) Letter to Verio Associates Who Received Options While Residents
of Germany from Justin L. Jaschke, dated August 11, 2000
(a)(5)(AA) Notice regarding Treatment of Unvested Options Granted While
Resident in Germany
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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 11, 2000. /s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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