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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. 5)
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. 5 (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, and
Amendment No. 4 thereto filed with the SEC on June 20, 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, $.001 par value 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, if the purchase of the shares of Preferred Stock
pursuant to the Offer (as defined below) occurs after July 31, 2000, all
accumulated and unpaid dividends on such shares of 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 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 Schedule 14D-9 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 8. Additional Information.
Item 8, subsection "Exon-Florio Amendment" of the Schedule 14D-9 is hereby
amended and supplemented by the following:
On June 29, 2000, Verio received notice from CFIUS that it will commence
an investigation of the transactions contemplated by the Merger Agreement
pursuant to the Exon-Florio Amendment. The only issues that Verio is aware
have been raised as part of the CFIUS review are requests by U.S. law
enforcement agencies concerning certain law enforcement matters that relate
to the Internet industry. NTT Communications believes that the transactions
contemplated by the Merger Agreement do not raise national security
concerns.
Under the Exon-Florio Amendment, the investigation period can be as long
as 45 days at which time the matter will be referred to the President for
final action within 15 days of such referral. 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 investigation.
Schedule I of the Schedule 14D-9, referenced in Item 8, subsection
"Information Statement" of the Schedule 14D-9, is hereby amended and
supplemented by the following:
On June 30, 2000, NTT Communications issued a press release announcing
that the Offer was extended until 12:00 midnight, New York City time, on
Friday, July 14, 2000. The full text of the press release of NTT
Communications is attached as Exhibit (a)(1)(N) hereto and incorporated
herein by reference.
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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)(N) Press Release of NTT Communications Corporation, dated June 30,
2000*
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* Incorporated by reference to Amendment No. 6 to the Tender Offer Statement
on Schedule TO, dated June 30, 2000, filed by Chaser Acquisition, Inc., NTT
Communications Corporation and Nippon Telegraph and Telephone Corporation.
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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: June 30, 2000. /s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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