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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. 2)
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. 2 (the "Amendment") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended and
supplemented, the "Schedule 14D-9") filed with 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, 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 by
Amendment No. 1 and Amendment No. 2 thereto (as amended, the "Schedule TO"),
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, and 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 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
(11) On May 15, 2000, James C. Allen sold 20,000 shares of Common Stock at
$57.56 per share. The transaction was effected in Chicago, Illinois.
(12) On May 15, 2000, the James C. Allen Revocable Trust gifted 10,870
shares of Common Stock to a donee. The transaction was effected in
Nashville, Tennessee.
(13) On May 16, 2000, James C. Allen exercised 20,000 vested stock options
on a cashless exercise basis under Verio's 1998 Non-Employee Director
Stock Incentive Plan at an exercise price per share of $10.75. As a
result, 8,541 shares of Common Stock were used as consideration for
the cashless exercise and to pay certain applicable taxes. The
remaining 11,459 shares of Common Stock were sold on the same date by
Mr. Allen at prices ranging from $57.25 per share to $57.3125 per
share. The transactions were effected in New York City.
(14) Chris J. DeMarche sold, pursuant to Rule 144 under the Securities Act,
36,000 shares of Common Stock on May 31, 2000 at $57.093056 per share.
The transaction was effected in Denver, Colorado.
(15) On May 31, 2000, Trygve E. Myhren sold 9,800 shares of Common Stock at
$57.188 per share and 200 shares of Common Stock at $57.125 per share.
On June 2, 2000, Mr. Myhren also sold 1,400 shares of Common Stock at
$55.563 per share, 2,000 shares of Common Stock at $55.625 per share,
and 6,600 shares of Common Stock at $55.75 per share. The transactions
were effected in Englewood, Colorado.
(16) In order to take advantage of an unrelated investment opportunity,
Arthur L. Cahoon sold on June 6, 2000, pursuant to certain agreements
entered into as of June 1, 2000, Verio Warrants exercisable for
500,000 shares of Common Stock to Bank of America, N.A. at a price of
$57.00 per Verio Warrant, less the exercise price of $3.53 per Verio
Warrant and applicable fees. After giving effect to the transaction,
Mr. Cahoon continues to hold Verio Warrants exercisable for 413,894
shares of Common Stock. The sale of Verio Warrants by Mr. Cahoon was
effected in New York City.
(17) On June 6, 2000, Justin L. Jaschke gifted 30,000 shares of Common
Stock to a donee. The transaction was effected in Denver, Colorado.
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(18) On May 16, 2000, the James C. Allen Revocable Trust requested and
authorized the gifting of 41,562 shares of Common Stock to a donee.
While the transaction has not been completed, it is anticipated to be
effected shortly in Nashville, Tennessee.
Item 8. Additional Information.
The subsection "Beneficial Ownership of Shares" under the section "Other
Information Concerning Current Directors" found in 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:
As of May 11, 2000, James C. Allen beneficially owned 118,432 shares of
Common Stock, which amount included 46,000 options to purchase shares of
Common Stock vesting within 60 days of May 11, 2000. These shares of Common
Stock beneficially owned by Mr. Allen included 52,432 shares of Common Stock
that he transferred to the James C. Allen Revocable Trust. In accordance with
the rules of the Exchange Act, Mr. Allen may be deemed to be the beneficial
owner of such shares of Common Stock.
As of May 12, 2000, Justin L. Jaschke beneficially owned 1,815,121 shares of
Common Stock (representing a 2.2% beneficial interest), which included
1,358,710 options to purchase shares of Common Stock vesting within 60 days of
May 11, 2000.
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:
Exhibit No. Description
(a)(1)(K) Amendments to the Offer to Purchase, dated May 31, 2000*
(a)(5)(J) Letter to Verio Associates from Carla Hamre Donelson, dated June
13, 2000
(a)(5)(K) Letter to Verio Non-Employee Directors from Carla Hamre Donelson,
dated June 13, 2000
(a)(5)(L) Letter to Thomas A. Marinkovich from Carla Hamre Donelson, dated
June 13, 2000
(a)(5)(M) Notice regarding Treatment of Unvested Options in Tender Offer
Under the Verio Inc. 1996 Stock Option Plan, 1997 California Stock
Option Plan and 1998 Stock Incentive Plan (Applicable to Option
Agreements with "single trigger" acceleration of vesting
provision)
(a)(5)(N) Notice regarding Treatment of Unvested Options in Tender Offer
Under the Verio Inc. 1996 Stock Option Plan, 1997 California Stock
Option Plan and 1998 Stock Incentive Plan (Applicable to Option
Agreements with "double trigger" acceleration of vesting
provision)
(a)(5)(O) Notice regarding Treatment of Unvested Options in Tender Offer
Under the Verio Inc. 1996 Stock Option Plan, 1997 California Stock
Option Plan and 1998 Stock Incentive Plan (Applicable to Option
Agreements with "single trigger" acceleration of vesting
provision, subject to deferral agreement)
(a)(5)(P) Notice regarding Treatment of Unvested Options in Tender Offer
Under the Verio Inc. 1996 Stock Option Plan, 1997 California Stock
Option Plan and 1998 Stock Incentive Plan (Applicable to Option
Agreements with no current acceleration of vesting provision)
(a)(5)(Q) Press Release of NTT Communications Corporation, dated May 29,
2000**
* Incorporated by reference to Amendment No. 2 to the Tender Offer Statement
on Schedule TO, dated May 31, 2000, filed by Chaser Acquisition, Inc., NTT
Communications Corporation and Nippon Telegraph and Telephone Corporation.
** Incorporated by reference to Amendment No. 3 to the Tender Offer Statement
on Schedule TO, dated June 13, 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 13, 2000. /s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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