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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2000
REGISTRATION NO. 333-91051
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERIO INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 84-1339720
(State or Other Jurisdiction of Incorporation or (I.R.S. Employer Identification No.)
Organization)
CARLA H. DONELSON, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
VERIO INC.
8005 SOUTH CHESTER STREET, SUITE 200 8005 SOUTH CHESTER STREET, SUITE 200
ENGLEWOOD, COLORADO 80112 ENGLEWOOD, COLORADO 80112
(303) 645-1900 (303) 645-1900
(Address, Including Zip Code, and Telephone (Name, Address, Including Zip Code, and
Number, Including Area Code, of Registrant's Telephone Number, Including Area Code, of
Principal Executive Offices) Agent For Service)
With a copy to:
GAVIN B. GROVER, ESQ.
MORRISON & FOERSTER LLP
425 MARKET STREET, SAN FRANCISCO, CALIFORNIA 94105-2482
(415) 268-7000
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REMOVAL OF SECURITIES FROM REGISTRATION
We previously registered, pursuant to the Registration Statement on
Form S-3, as amended (Registration No. 333-91051), declared effective by the
Securities and Exchange Commission on February 11, 2000 (the "Registration
Statement"), the following securities (hereinafter, collectively, the "Shares"):
o 7,200,000 shares of 6.75% Series A convertible preferred stock,
par value $0.001 per share, held by certain selling stockholders;
o shares of common stock issuable upon conversion of the convertible
preferred stock;
o 411,476 shares of common stock issued upon the exercise of
warrants that we assumed on January 5, 1999;
o 50,000 shares of common stock we agreed to register on behalf of
an individual who sold his company to us;
o shares of common stock that we might have issued in lieu of cash
to pay dividends on the convertible preferred stock;
o shares of common stock that we might have issued for funds held in
an account opened for the benefit of the holders of the
convertible preferred stock; and
o up to 2,000,000 shares of our common stock issuable by us and/or
our wholly-owned subsidiary, Verio, LLC.
By filing this Post-Effective Amendment No. 1 to the Registration
Statement, we hereby remove from registration all of the Shares which remain
unsold as of the date hereof. The Registration Statement is hereby amended, as
appropriate, to reflect the deregistration of such Shares.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Englewood, Colorado on
September 12, 2000.
VERIO INC.
By: /s/ JUSTIN L. JASCHKE
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Justin L. Jaschke
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated below.
SIGNATURE TITLE DATE
/s/ JUSTIN L. JASCHKE Chief Executive Officer September 12, 2000
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Justin L. Jaschke
/s/ JUNICHI NOMURA Director September 12, 2000
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Junichi Nomura
/s/ YOSHIO KATSUMATA Director September 12, 2000
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Yoshio Katsumata
/s/ PETER B. FRITZINGER Chief Financial Officer September 12, 2000
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Peter B. Fritzinger Officer)