Exhibit (a)(5)(S)
June 20, 2000
Re: Instructions Regarding Payment for Shares and Options
To Former Verio Associates Who Recently Terminated Employment with the Company:
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 Verio stock benefit plans in which you
may have participated or still may be participating (including our stock option
plans and the company-directed stock provision of our 401(k) plan), as well as
on shares of Verio stock that you may own outright. 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 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 and information concerning those grants as of May 31, 2000. (This
information is based on our confirmed internal option grant records and may
contain corrections to information that National Discount Brokers may have
provided to you separately. If you have received different information from NDB
as of May 31, 2000, you should rely on the internally prepared information that
we are providing to you with this letter and disregard the NDB information.) 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 2 below for those shares. As for your unvested options at the time of
the termination of your employment with Verio, they were automatically cancelled
as of that date by the terms of your Option Agreement.
With regard to the vested options you held as of the date of termination of
your employment with Verio, you have either thirty (30) days or three (3) months
from that date to exercise them, depending upon the particular Verio stock
option plan(s) under which you received your options. You need to review your
Option Agreement to determine the time period that applies to you.
If the Offer is not completed until after the end of the applicable thirty
(30) day or three (3) month exercise period and during that exercise period you
have not exercised your vested options, you will have no right to acquire the
Verio stock represented by your options and you will have no right to receive
cash (as described below) as a result of the completion of the Offer.
If you exercise vested options that you currently hold within the
applicable thirty (30) day or three (3) month exercise period, then you should
follow the instructions under paragraph 2 below for these shares. Again, please
remember that your option exercise period began on the date of the termination
of your employment with Verio. If you
do not exercise your options during your option exercise period and the Offer is
not completed until after the end of your option exercise period, you will have
no right to acquire the Verio stock represented by your options and you will
lose any right to receive cash (as described below) as a result of the
completion of the Offer.
If, upon completion of the Offer, you hold vested options to acquire Verio
stock through one or more of Verio's stock option plans and such vested options
have not otherwise terminated as a result of the completion of the applicable
thirty (30) day or three (3) month exercise period, then you will be entitled to
receive cash for such vested options shortly after the completion of the Offer.
The amount of cash that you will receive for each share of stock covered by a
vested option you hold at that time will equal the difference between $60 and
the exercise price applicable to that option, less applicable federal, state and
local tax withholdings.
However, in order to receive cash in exchange for your vested option grants
as of the completion of the Offer, (1) you must sign the duplicate copy of this
letter included in this package and return it to Verio in the enclosed envelope
and (2) the applicable thirty (30) day or three (3) month exercise period
following the termination of your employment must not have ended prior to the
completion of the Offer. (If you have additional questions concerning whether
you might want to exercise vested options that you currently hold and
participate 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 included
with this letter for your convenience.)
Verio's stock option plans will terminate upon completion of the Offer.
Again, if you do not exercise your vested options and if, as of the
completion of the Offer, your vested options have not otherwise terminated
because of the running of the applicable thirty (30) day or three (3) month
exercise period, you will receive the cash amount described in this letter for
your vested options only after you sign and date the enclosed copy of this
letter and return it to Verio in the envelope provided.
By signing and returning the enclosed copy of this letter to Verio, you are
agreeing, if the Offer is completed, to exchange your vested options for the
right to receive cash, as described above and in the accompanying notice(s).
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 in light of NTT Communication's agreement to exchange
these options for the right to receive cash.
2. Verio Stock You Own Directly.
Verio stock that you may own directly includes shares that you may have
purchased through the exercise of a stock option or through the Employee Stock
Purchase Plan, or shares that you may have purchased on the market or 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
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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 and you have appropriately activated your account with
the 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.
Please note that if your broker is National Discount Brokers, you must
formally activate your account before NDB can tender shares that you hold
through them on your behalf. You can do this on-line at:
https://www.ndb.com/cgi-bin/gx.cgi/AppLogic+prendb.IDBNavigation?
Acct_type=I&step=0
Input all necessary information, print a hard copy, sign the document and mail
it to NDB at National Discount Brokers, 90 Hudson Street, Jersey City, NJ
07302.
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 for which 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 that document.
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 cash, at the same $60 price per share, at the time of the merger that NTT
Communications will effect some time after the completion of the Offer. We
don't know precisely what the timing of that subsequent merger would be.
3. Verio Stock You Own Through Your 401(k).
If you participated in the Verio 401(k) plan and directed that a portion of
your 401(k) plan account be invested in Verio stock, you do not need to do
anything in relation to that stock. The Investment Committee that was appointed
under that plan currently intends to instruct the Trustee of the 401(k), in
accordance with the plan, to tender in the Offer the shares of Verio stock owned
through the 401(k) plan. Assuming that the transaction is completed, and the
plan's shares are exchanged for cash, the cash received by the plan in exchange
for the shares held for your benefit will be invested in the same manner as you
have directed for other cash that comes into your 401(k) plan account.
4. Verio Employee Stock Purchase Plan.
If you participated in the Employee Stock Purchase Plan (the "ESPP") prior
to your departure from Verio, then the funds deducted from your pay after the
previous exercise date and prior to your departure from Verio were not applied
to purchase shares of Verio Common Stock, but rather were returned to you. If
you participated in the ESPP through the previous exercise date, you should have
received your shares in time to tender them in the Offer. To the extent that
you do not tender them in the Offer, your shares will automatically be converted
into a right to receive cash (at $60 per share) at the time of the subsequent
merger.
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If you have any additional questions about the foregoing or any of the
attachments, please send your questions to verio-ntt@verio.net. For your
convenience, we have included a copy of the Q&A that has been previously posted
on our intranet site responding to many of the questions that have been raised
by Verio associates to date.
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 previous employment with 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:
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Print Name:
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Last Verio Office Location:
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Date:
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Attachments:
* Individual Summary of Option Grants
* Q&A
* Tender Offer Materials
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