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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: August 18, 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)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
(a) No change in control of the Registrant has occurred as of the date
of this filing.
(b) On May 7, 2000, the Registrant entered into an Agreement and Plan
of Merger (the "Merger Agreement") with NTT Communications Corporation ("NTT
Communications") and Chaser Acquisition, Inc., an indirect wholly-owned
subsidiary of NTT Communications ("Sub"). The Merger Agreement was filed
previously as an exhibit to the Registrant's Form 8-K filed with the Securities
and Exchange Commission (the "Commission") on May 8, 2000. Pursuant to the
Merger Agreement, and upon the terms and subject to the conditions thereof and
as 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"), Sub has commenced a cash tender offer for (i) all of the issued and
outstanding shares of common stock, par value $.001 per share, of the Registrant
(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, (ii) all of the issued and outstanding shares of
Series A 6.75% convertible preferred stock, par value $.001 per share, of the
Registrant, at a purchase price of $62.136 per share, plus all accumulated and
unpaid dividends on each share of convertible 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 (iii) certain outstanding warrants to
purchase 1,306,228 shares of common stock of the Registrant. Following the
Offer, Sub will merge with and into the Registrant (the "Merger") and the
Registrant will become an indirect wholly-owned subsidiary of NTT
Communications. In the Merger, the remaining common and preferred shareholders
of the Registrant will become entitled to receive the per share consideration
paid in the Offer.
The Registrant previously filed a Form 8-K with the Commission on June
2, 2000 pursuant to which the Registrant incorporated by reference as exhibits
the Tender Offer Statement on Schedule TO, and the schedules and exhibits
incorporated therein, filed by Sub, NTT Communications and Nippon Telegraph and
Telephone Corporation with the Commission on May 17, 2000, as amended by
Amendment No. 1 and Amendment No. 2 thereto, and the Solicitation/Recommendation
Statement on Schedule 14D-9, and the schedules and exhibits incorporated
therein, filed by the Registrant with the Commission on May 18, 2000, as amended
by Amendment No. 1 thereto.
Thereafter, the Registrant filed a Form 8-K with the Commission on June
28, 2000 pursuant to which the Registrant incorporated by reference as exhibits
Amendment No. 3, Amendment No. 4 and Amendment No. 5 to the Tender Offer
Statement on Schedule TO filed with the Commission by Sub, NTT Communications
and Nippon Telegraph and Telephone Corporation. In the same Form 8-K, the
Registrant also incorporated by reference as exhibits Amendment No. 2, Amendment
No. 3 and Amendment No. 4 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed with the Commission by the Registrant.
On July 14, 2000, the Registrant filed a Form 8-K with the Commission
pursuant to which the Registrant incorporated by reference as exhibits Amendment
No. 6 and Amendment No. 7 to the Tender Offer Statement on Schedule TO filed
with the Commission by Sub, NTT Communications and Nippon Telegraph and
Telephone Corporation. In the same Form 8-K, the Registrant also incorporated by
reference as exhibits Amendment No. 5 and Amendment No. 6 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Commission by the Registrant.
On August 3, 2000, the Registrant filed a Form 8-K with the Commission
pursuant to which the Registrant incorporated by reference as exhibits Amendment
No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11 to the Tender
Offer Statement on Schedule TO filed with the Commission by Sub, NTT
Communications and Nippon Telegraph and Telephone Corporation. In the same Form
8-K, the Registrant also incorporated by reference as exhibits Amendment No. 7,
Amendment No. 8, Amendment No. 9 and Amendment No. 10 to the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Commission by the Registrant.
Since August 3, 2000, the Registrant filed with the Commission on each
of August 11, 2000, August 16, 2000, and August 18, 2000, respectively,
Amendment No. 11, Amendment No. 12 and Amendment No. 13 to the
Solicitation/Recommendation Statement on Schedule 14D-9. Meanwhile, Sub, NTT
Communications and Nippon Telegraph and Telephone Corporation filed with the
Commission on each of August 3, 2000, August 16, 2000, and August 18, 2000,
respectively, Amendment No. 12, Amendment No. 13 and Amendment No. 14 to the
Tender Offer Statement on Schedule TO.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
2.1 Amendment No. 12 to the Tender Offer Statement on Schedule TO,
dated August 3, 2000, filed with the Securities and Exchange Commission by
Chaser Acquisition, Inc., NTT Communications Corporation and Nippon Telegraph
and Telephone Corporation, incorporated by reference to such filing.
2.2 Amendment No. 11 to the Solicitation/Recommendation Statement on
Schedule 14D-9, dated August 11, 2000, filed with the Securities and Exchange
Commission by Verio Inc., incorporated by reference to such filing.
2.3 Amendment No. 13 to the Tender Offer Statement on Schedule TO,
dated August 15, 2000, filed with the Securities and Exchange Commission by
Chaser Acquisition, Inc., NTT Communications Corporation and Nippon Telegraph
and Telephone Corporation, incorporated by reference to such filing.
2.4 Amendment No. 12 to the Solicitation/Recommendation Statement on
Schedule 14D-9, dated August 15, 2000, filed with the Securities and Exchange
Commission by Verio Inc., incorporated by reference to such filing.
2.5 Amendment No. 14 to the Tender Offer Statement on Schedule TO,
dated August 18, 2000, filed with the Securities and Exchange Commission by
Chaser Acquisition, Inc., NTT Communications Corporation and Nippon Telegraph
and Telephone Corporation, incorporated by reference to such filing.
2.6 Amendment No. 13 to the Solicitation/Recommendation Statement on
Schedule 14D-9, dated August 18, 2000, filed with the Securities and Exchange
Commission by Verio Inc., incorporated by reference to such filing.
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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
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Carla Hamre Donelson
Vice President, General Counsel and Secretary
Dated: August 18, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1* Amendment No. 12 to the Tender Offer Statement on Schedule TO,
dated August 3, 2000, filed with the Securities and Exchange
Commission by Chaser Acquisition, Inc., NTT Communications
Corporation and Nippon Telegraph and Telephone Corporation.
2.2* Amendment No. 11 to the Solicitation/Recommendation Statement
on Schedule 14D-9, dated August 11, 2000, filed with the
Securities and Exchange Commission by Verio Inc.
2.3* Amendment No. 13 to the Tender Offer Statement on Schedule TO,
dated August 15, 2000, filed with the Securities and Exchange
Commission by Chaser Acquisition, Inc., NTT Communications
Corporation and Nippon Telegraph and Telephone Corporation.
2.4* Amendment No. 12 to the Solicitation/Recommendation Statement
on Schedule 14D-9, dated August 15, 2000, filed with the
Securities and Exchange Commission by Verio Inc.
2.5* Amendment No. 14 to the Tender Offer Statement on Schedule TO,
dated August 18, 2000, filed with the Securities and Exchange
Commission by Chaser Acquisition, Inc., NTT Communications
Corporation and Nippon Telegraph and Telephone Corporation.
2.6* Amendment No. 13 to the Solicitation/Recommendation Statement
on Schedule 14D-9, dated August 18, 2000, filed with the
Securities and Exchange Commission by Verio Inc.
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* Incorporated by reference to such filing.