Exhbit (a)(5)(K)
June 13, 2000
Re: Instructions Regarding Payment for Shares and Options
To Verio Non-Employee Directors:
As you are aware, NTT Communications Corporation ("NTT Communications") has
made a tender offer to purchase all outstanding common stock of Verio Inc.
("Verio") for cash at a price of $60.00 per share (the "Offer"). This letter
explains the effects of the Offer on the shares of Verio stock that you may own
directly, as well as options that you may hold under the 1998 Non-Employee
Director Stock Incentive Plan and/or the 1996 Stock Option Plan. Please read
through this letter carefully, as it provides instructions for what you must do
to participate in the Offer that NTT Communications has made to acquire Verio.
1. Verio Stock You Own Directly.
Verio stock that you may own directly includes shares that you purchased
through the exercise of a stock option, shares that you purchased on the market
or shares that you acquired directly from Verio. If you hold these shares in a
brokerage account, your broker already should have sent you materials describing
the Offer and what you need to do in order to tender the shares in the Offer.
You should call your broker if you have not received these forms, but we have
also included a copy with this letter. If you hold your shares through a
broker, then you can tender your shares without the necessity of completing any
documents by merely calling your broker and instructing him or her to tender the
shares on your behalf. Your broker may charge you a fee for tendering your
shares in the Offer.
If you acquired shares directly from Verio and hold a stock certificate
evidencing those shares, you should have received a package of materials
directly in the mail containing a blue Letter of Transmittal. In the case of
shares where you actually hold a stock certificate, you must complete and sign
the Letter of Transmittal and return it to the Depositary Agent in accordance
with the instructions contained in those documents.
If you do not tender shares that you actually own in the Offer, but the
Offer is nevertheless completed, your shares will be automatically converted
into a right to receive cash, at the same $60 price per share, at the time of
the merger which will occur some time after the completion of the Offer. We
don't know precisely what the timing of that subsequent merger would be.
2. Verio Stock Options.
Attached to this letter is a summary prepared by our stock plan
administrators showing the option grants that you have previously received from
Verio under our 1998 Non-Employee Director Stock Incentive Plan and/or our 1996
Stock Option Plan, and information concerning those grants as of May 31, 2000.
If you have previously exercised vested options and continue to hold the stock
that you acquired at that time, then you should follow the instructions under
paragraph 1 above for those shares.
On May 7, 2000, the Verio Board of Directors determined that any of your
outstanding options that are not vested immediately prior to, and otherwise
would not vest automatically by their terms upon the completion of, the Offer
shall automatically vest and become fully exercisable upon the completion of the
Offer. Accordingly, all of your outstanding options will be fully vested and
exercisable upon completion of the Offer. By the terms of our agreement with
NTT, you will be entitled to receive cash shortly after the completion of the
Offer for your outstanding vested options. The amount of cash that you will
receive for each outstanding vested option you hold will equal the difference
between $60 and the exercise price applicable to that option, less applicable
federal, state and local tax withholdings. You must sign the duplicate copy of
this letter included in this package and return it to Verio in the enclosed
envelope in order to receive cash in exchange for your outstanding options
following the Offer.
If you have questions concerning whether you might want to exercise options
that you currently hold and that are already vested in order to participate
directly in the Offer with the shares that you acquire upon exercise, or simply
continue to hold your vested options and receive cash shortly after the
completion of the Offer, you should refer to the Questions and Answers that are
included with this letter, in which we have responded to this and other
questions relevant to the treatment of shares and options in the Offer.
Verio's stock option plans will terminate upon completion of the Offer.
Again, if you wish to receive cash in exchange for your outstanding vested
options, please sign and date the enclosed copy of this letter and return it to
Verio in the envelope provided. You will not receive the cash amount described
in this letter for your options until the Offer is actually completed and Verio
has received a signed copy of this letter back from you.
By signing and returning the enclosed copy of this letter to Verio, you are
agreeing, if the Offer is completed, to exchange your outstanding options for
the right to receive cash, as described in this letter. Consequently, upon
completion of the Offer, you will have no further rights to acquire the Verio
stock represented by your options. Under the terms of the options themselves,
all outstanding options will automatically expire upon completion of the Offer.
If you have any additional questions about the foregoing or any of the
attachments, please feel free to contact me.
Very truly yours,
/s/ Carla Hamre Donelson
Carla Hamre Donelson
I have reviewed the foregoing Instructions Regarding Payment for Shares and
Options and the accompanying information concerning the options previously
granted to me in connection with my services to Verio. I hereby request that
payment be made to me as described in this letter and the accompanying documents
for the options that I hold pursuant to such grant(s).
Signature: ____________________________
Print Name: ____________________________
Date: _____________________________
Attachments:
. Individual Summary of Option Grants
. Q&A
. Tender Offer Materials