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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. 9)
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:
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. 9 (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, and Amendment No. 8 thereto filed with the SEC on July 28,
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 such shares 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 "Debt Tender Offer" in Item 3 and Item 8 of the Schedule 14D-9
and 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:
On July 31, 2000, Verio issued a press release announcing that each Debt
Offer was extended until 11:59 p.m., New York City time, on Monday, August 14,
2000. Additionally, Verio announced in its press release that, as of 5:00
p.m., New York City time, on Friday, July 28, 2000, it had received valid
Consents to the Proposed Amendments to each of the Indentures from the holders
of more than a majority of the outstanding principal amount of each series of
Senior Notes. The full text of the press release is attached as Exhibit
(a)(5)(W) 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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<C> <S>
(a)(5)(W) Press Release of the Company, dated July 31, 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 1, 2000.
By: /s/ Justin L. Jaschke
__________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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