SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report May 8, 2000
(Date of earliest event reported: May 7, 2000)

VERIO INC.
(Exact name of Registrant as specified in its charter)

Delaware 0-24219 84-1339720
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)

8005 South Chester Street, Suite 200, Englewood, Colorado 80112
(Address of Principal Executive Offices) (Zip Code)

(303) 645-1900
(Registrant's telephone number, including area code)

Not applicable.
(Former name or former address, if changed since last report)

ITEM 5. OTHER EVENTS.

On May 7, 2000, Verio Inc. (the "Company") entered into an Agreement
and Plan of Merger (the "Merger Agreement") with NTT Communications Corporation
("NTT") and Chaser Acquisition, Inc., a wholly-owned subsidiary of NTT ("Sub").
Pursuant to the Merger Agreement, and subject to the conditions thereof, Sub
will commence a cash tender offer (the "Offer") for all outstanding shares of
common stock, par value $.001 per share, of the Company, at a purchase price of
$60.00 per share, and all the shares of preferred stock of the Company, at a
purchase price of $62.136 per share. Following the Offer, Sub will merge with
and into the Company (the "Merger") and the Company will become a wholly-owned
subsidiary of NTT. In the Merger, the remaining common and preferred
shareholders of the Company will become entitled to receive the per share
consideration paid in the Offer.

On May 7, 2000 (May 8, 2000 Tokyo time), the Company issued a press
release announcing the execution of the Merger Agreement. The Merger Agreement
and the press release are attached hereto as Exhibits 99.1 and 99.2,
respectively, and are incorporated herein by reference in their entirety. The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of such
agreements.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.

99.1 Agreement and Plan of Merger, dated as of May 7, 2000, by and
between NTT Communications Corporation, Chaser Acquisition, Inc. and Verio Inc.

99.2 Press Release issued by the Registrant dated May 7, 2000.

1
3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

VERIO INC.

By: /s/ Carla Hamre Donelson
-------------------------------
Carla Hamre Donelson
Vice President, General Counsel
and Secretary

Dated: May 8, 2000

2
4

Exhibit Index

Exhibit No. Description
- ----------- -----------

99.1 Agreement and Plan of Merger, dated as of May 7, 2000, by and between NTT
Communications Corporation, Chaser Acquisition, Inc. and Verio Inc.

99.2 Press Release issued by the Registrant dated May 7, 2000