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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. 1)
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
notice 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. 1 (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 on May 18, 2000 by Verio Inc., a Delaware corporation ("Verio" or
the "Company"), 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 ("NTT"), disclosed in
a Tender Offer Statement on Schedule TO, dated May 17, 2000 (the "Schedule
TO"), to purchase all of the issued and outstanding shares of the Company's
common stock, par value $.001 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 "Certain Litigation Matters" of the Schedule 14D-9 is
hereby amended and supplement by adding the following:
On May 17, 2000, a sixth complaint was filed in the Court of Chancery of
the State of Delaware in New Castle County against Verio, NTT and directors
of Verio, as a purported class action. This complaint, entitled Hughes v.
Halstedt, et al., seeks compensatory and rescissiory damages and injunctive
relief based on the Merger Agreement and also seeks costs and
disbursements, and attorneys' and experts' fees in connection with this
complaint. The Hughes action alleges, among other things, that the
individual defendants breached their fiduciary duties by failing to
properly determine Verio's value as a merger candidate, failing to conduct
an appropriate auction or market check or to invite other bidders and
failing to obtain adequate consideration for Verio's Common Stock.
NTT, Verio and the individual defendants believe that this complaint is
meritless and it will be defended vigorously.
Item 9. Material to Be Filed as Exhibits.
Item 9 of the Schedule 14D-9 is hereby amended and supplement by adding the
following exhibits:
Exhibit No. Description
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(a)(1)(J) Letter of Transmittal relating to warrants to purchase Common
Stock*
(a)(5)(H) Questions and Answers to Verio associates to be published on
Verio's Intranet
(a)(5)(I) Complaint of Joseph Hughes against Steven C. Halstedt, Justin L.
Jaschke, James C. Allen, Trygve E. Myhren, Paul J. Salem, Yukimasa
Ito, Arthur L. Cahoon, Verio Inc. and Nippon Telegraph and
Telephone Corporation*
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* Incorporated by reference to Amendment No. 1 to the Tender Offer Statement
on Schedule TO, dated May 23, 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: May 24, 2000. /s/ Justin L. Jaschke
By: _________________________________
Justin L. Jaschke
Chief Executive Officer and
Director
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