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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. 4)
VERIO INC.
(Name of Subject Company)
VERIO INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.001 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. 4 (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, and Amendment No. 3 thereto filed with the SEC on June 15, 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, $.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 6. Interest in Securities of the Subject Company.
Item 6 of the Schedule 14D-9 is hereby amended and supplemented by adding
the following:
(19) The Navyn 2000 Securities Trust, a "blind" trust the beneficiary of
which is Paul J. Salem, sold 50,000 shares of Common Stock on May 11, 2000
at $57.81 per share. As a result, the Navyn 2000 Securities Trust held
147,071 shares of Common Stock as of the close of business on May 11, 2000.
Thereafter, the Navyn 2000 Securities Trust sold 100,000 shares of Common
Stock at $57.89 per share on May 12, 2000 and 20,000 shares of Common Stock
at $57.81 per share on May 15, 2000. Finally, on May 17, 2000, the Navyn
2000 Securities Trust sold its remaining 27,071 shares of Common Stock at
$57.83 per share. All of the transactions were effected in Boston,
Massachusetts pursuant to Rule 144 under the Securities Act.
Item 8. Additional Information.
Item 8, subsection "Certain Litigation Matters" of the Schedule 14D-9 is
hereby amended and supplemented by adding the following:
The Delaware Class Complaints and the Hughes action filed in the Court of
Chancery of the State of Delaware in New Castle County have been
voluntarily dismissed without prejudice. The dismissal orders relating to
the lawsuits were entered in the Court of Chancery of the State of Delaware
in New Castle County on June 9, 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
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(a)(5)(R) Letter to Verio Associates Who Formerly Held Best or Hiway
Options from Carla Hamre Donelson, dated June 20, 2000
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(a)(5)(S) Letter to Former Verio Associates Who Recently Terminated Employment with the Company from Carla
Hamre Donelson, dated June 20, 2000
(a)(5)(T) Notice regarding Treatment of Unvested Options in Tender Offer Under the Verio Inc. 1998 Stock
Incentive Plan that Replaced Options Originally Granted Under the Hiway Technologies, Inc. 1997
Stock Option Plan, the Best Internet Communications, Inc. 1996 Stock Option Plan and the Best
Internet Communications, Inc. 1998 Equity Incentive Plan
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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 20, 2000. /s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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