1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 12, 2000 REGISTRATION NO. 333-57059 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 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 (I.R.S. Employer of Incorporation or Organization) Identification No.) 8005 SOUTH CHESTER STREET, SUITE 200 ENGLEWOOD, COLORADO 80112 (Address of Principal Executive Offices) 1996 STOCK OPTION PLAN 1997 CALIFORNIA STOCK OPTION PLAN 1998 STOCK INCENTIVE PLAN 1998 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN 1998 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) CARLA HAMRE DONELSON, ESQ. VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY VERIO INC. 8005 SOUTH CHESTER STREET, SUITE 200 ENGLEWOOD, COLORADO 80112 (Name and Address of Agent For Service) (303) 645-1900 (Telephone Number, Including Area Code, of Agent For Service) Copies to: GAVIN B. GROVER, ESQ. CARLA HAMRE DONELSON, ESQ. MORRISON & FOERSTER LLP VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY 425 MARKET STREET VERIO INC. SAN FRANCISCO, CALIFORNIA 94105 8005 SOUTH CHESTER STREET, SUITE 200 (415) 268-7000 ENGLEWOOD, COLORADO 80112 (303) 645-1900 2 REMOVAL OF SECURITIES FROM REGISTRATION The Registrant hereby removes from registration any shares of its common stock registered hereby which remain unsold. 3 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-8 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 the City of Englewood, State of Colorado, on September 12, 2000. VERIO INC. By: /s/ JUSTIN L. JASCHKE -------------------------- 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. SIGNATURE TITLE DATE /s/ JUSTIN L. JASCHKE Chief Executive Officer September 12, 2000 - --------------------------- Justin L. Jaschke /s/ JUNICHI NOMURA Director September 12, 2000 - --------------------------- Junichi Nomura /s/ YOSHIO KATSUMATA Director September 12, 2000 - --------------------------- Yoshio Katsumata /s/ PETER B. FRITZINGER Chief Financial Officer September 12, 2000 - --------------------------- (Principal Accounting Peter B. Fritzinger Officer)