content: <PAGE>   1
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1998
                                                        REGISTRATION NO. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      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)
  
                   1998 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
                   ----------------------------------------------
  
                                  JUSTIN L. JASCHKE
                               CHIEF EXECUTIVE OFFICER
                                     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:
  
  <TABLE>
      <S>                                            <C>
       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
  </TABLE>
                 --------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  
  ========================== ==================== ====================== ======================= ======================
                                   Amount                Maximum            Proposed Maximum           Proposed
  Title of Securities               to be            Offering Price        Aggregate Offering          Amount of
  to be Registered               Registered           Per Share(1)              Price(1)           Registration Fee
  -------------------------- -------------------- ---------------------- ----------------------- ----------------------
  
  <S>           <C>              <C>                     <C>                  <C>                       <C>    
  Common Stock, $.001 par        250,000                 $27.94               $6,984,375                $2,060
  value per share
  ========================== ==================== ====================== ======================= ======================
  </TABLE>
  (1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended, solely for the purpose of calculating the registration fee.
       Computation based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the Nasdaq National Market on July
       16, 1998.
  ================================================================================
                    The Index to Exhibits appears on page II-5.
  
  
  <PAGE>   2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
         Pursuant to General Instruction E to Form S-8 under the Securities Act
  of 1933, as amended, this Registration Statement is filed to register 250,000
  additional shares of the Common Stock, par value $.001 per share, of Verio Inc.
  (the "Company") reserved for issuance under the terms of the Company's 1998
  Non-Employee Director Stock Incentive Plan. The contents of the Registration
  Statement on Form S-8 filed by the Company on June 17, 1998 (File No. 333-57059)
  are incorporated by reference herein.                                       
  
                                        II-1
  
  <PAGE>   3
  
  ITEM 8.    EXHIBITS.
  
         4.1      Registrant's 1998 Non-Employee Director Stock Incentive Plan,
                  as amended (incorporated by reference to Exhibit 10.32 to the
                  Registrant's Registration Statement on Form S-1 (Commission
                  File No. 333-47099) which became effective on May 11, 1998).
  
         5.1      Opinion of Morrison & Foerster LLP.
  
         23.1     Consent of KPMG Peat Marwick LLP (Denver).
  
         23.2     Consent of KPMG Peat Marwick LLP (Seattle).
  
         23.3     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
  
         24.1     Power of Attorney (See page II-6 and II-7).
  
  
                                        II-2
  
  <PAGE>   4
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, as amended,
  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
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Englewood, State of Colorado, on July 20, 1998.
  
  
                                     VERIO INC.
  
  
                                     By: /s/ Justin L. Jaschke
                                        -----------------------------------
                                        Justin L. Jaschke
                                        Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints, severally and not jointly, Justin L.
  Jaschke, Peter B. Fritzinger and Carla Hamre Donelson, with full power to act
  alone, as his or her true and lawful attorney-in-fact, with the power of
  substitution, for and in such person's name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto each said attorney-in-fact full power and authority to
  do and perform each and every act and thing requisite and necessary to be done
  as fully to all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming all that each said attorney-in-fact may lawfully
  do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
  
                   Signature                            Title                                     Date
                   ---------                            -----                                     ----
          <S>                                   <C>                                            <C> 
             /s/ Steven C. Halstedt              Chairman of the Board                        July 20, 1998
             ----------------------
               Steven C. Halstedt
  
                                                 
             /s/ Justin L. Jaschke               Chief Executive Officer and Director         July 20, 1998   
             ---------------------               (Principal Executive Officer)
               Justin L. Jaschke
  
                                                 Director                                     
             ---------------------
               Herbert R. Hribar
  
  
               /s/ James C. Allen                Director                                     July 20, 1998
               ------------------
                 James C. Allen
  </TABLE>
  
                                        II-3
  
  <PAGE>   5
  <TABLE>
  <CAPTION>
  
                   Signature                            Title                                     Date
                   ---------                            -----                                     ----
          <S>                                   <C>                                            <C> 
  
                                                 Director                                     July 20, 1998
              --------------------
                Trygve E. Myhren
  
               /s/ Paul J. Salem                 Director                                     July 20, 1998
               -----------------
                 Paul J. Salem
  
             /s/ Steven W. Schovee               Director                                     July 20, 1998
             ---------------------
               Steven W. Schovee
  
            /s/ George J. Still, Jr.             Director                                     July 20, 1998
            ------------------------
              George J. Still, Jr.
  
             /s/ Deb Mayfield Gahan              Vice President of Finance and                July 20, 1998
             ----------------------              Administration (Principal Accounting 
               Deb Mayfield Gahan                Officer)                             
                                                 
  
            /s/ Peter B. Fritzinger              Chief Financial Officer                      July 20, 1998
            -----------------------
              Peter B. Fritzinger
  </TABLE>
  
  
                                       II-4
  
  <PAGE>   6
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER                              DESCRIPTION
  -------                             -----------
  <S>               <C>
  4.1               Registrant's 1998 Non-Employee Director Stock Incentive Plan,
                    as amended (incorporated by reference to Exhibit 10.32 to the
                    Registrant's Registration Statement on Form S-1 (Commission
                    File No. 333-47099) which became effective on May 11, 1998).
  
  5.1               Opinion of Morrison & Foerster LLP.
  
  23.1              Consent of KPMG Peat Marwick LLP (Denver).
  
  23.2              Consent of KPMG Peat Marwick LLP (Seattle).
  
  23.3              Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
  
  24.1              Power of Attorney (See pages II-6 and II-7).
  </TABLE>
  
  
                                        II-5
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 10967}]
metadata_filer: {"company-data": {"conformed-name": "VERIO INC", "cik": "0001040956", "assigned-sic": "7374", "irs-number": "841339720", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59451", "film-number": "98668722"}, "business-address": {"street1": "8005 SOUTH CHESTER STREET", "street2": "SUITE 200", "city": "ENGLEWOOD", "state": "CO", "zip": "80112", "phone": "3036451900"}, "mail-address": {"street1": "9250 E COSTILLA AVENUE", "street2": "400", "city": "ENGLEWOOD", "state": "CO", "zip": "80112"}}
text: 1
  
       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20, 1998
                                                        REGISTRATION NO. 333-_____
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      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)
  
                   1998 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
                              (Full Title of the Plan)
                   ----------------------------------------------
  
                                  JUSTIN L. JASCHKE
                               CHIEF EXECUTIVE OFFICER
                                     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                                 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
  --------------------------------------------------
  
                           CALCULATION OF REGISTRATION FEE
  ========================== ==================== ====================== ======================= ======================
                                   Amount                Maximum            Proposed Maximum           Proposed
  Title of Securities               to be            Offering Price        Aggregate Offering          Amount of
  to be Registered               Registered           Per Share(1)              Price(1)           Registration Fee
  -------------------------- -------------------- ---------------------- ----------------------- ----------------------
  Common Stock, $.001 par        250,000                 $27.94               $6,984,375                $2,060
  value per share
  ========================== ==================== ====================== ======================= ======================
  (1)  Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
       as amended, solely for the purpose of calculating the registration fee.
       Computation based upon the average of the high and low prices of the
       Registrant's Common Stock as reported on the Nasdaq National Market on July
       16, 1998.
  ================================================================================
                    The Index to Exhibits appears on page II-5.
  2
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
         Pursuant to General Instruction E to Form S-8 under the Securities Act
  of 1933, as amended, this Registration Statement is filed to register 250,000
  additional shares of the Common Stock, par value $.001 per share, of Verio Inc.
  (the "Company") reserved for issuance under the terms of the Company's 1998
  Non-Employee Director Stock Incentive Plan. The contents of the Registration
  Statement on Form S-8 filed by the Company on June 17, 1998 (File No. 333-57059)
  are incorporated by reference herein.                                       
  
                                        II-1
  3
  
  ITEM 8.    EXHIBITS.
  
         4.1      Registrant's 1998 Non-Employee Director Stock Incentive Plan,
                  as amended (incorporated by reference to Exhibit 10.32 to the
                  Registrant's Registration Statement on Form S-1 (Commission
                  File No. 333-47099) which became effective on May 11, 1998).
  
         5.1      Opinion of Morrison & Foerster LLP.
  
         23.1     Consent of KPMG Peat Marwick LLP (Denver).
  
         23.2     Consent of KPMG Peat Marwick LLP (Seattle).
  
         23.3     Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
  
         24.1     Power of Attorney (See page II-6 and II-7).
  
                                        II-2
  4
  
                                     SIGNATURES
  
          Pursuant to the requirements of the Securities Act of 1933, as amended,
  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
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Englewood, State of Colorado, on July 20, 1998.
  
                                     VERIO INC.
  
                                     By: /s/ Justin L. Jaschke
                                        -----------------------------------
                                        Justin L. Jaschke
                                        Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
          KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
  appears below constitutes and appoints, severally and not jointly, Justin L.
  Jaschke, Peter B. Fritzinger and Carla Hamre Donelson, with full power to act
  alone, as his or her true and lawful attorney-in-fact, with the power of
  substitution, for and in such person's name, place and stead, in any and all
  capacities, to sign any and all amendments (including post-effective amendments)
  to this Registration Statement, and to file the same, with all exhibits thereto,
  and other documents in connection therewith, with the Securities and Exchange
  Commission, granting unto each said attorney-in-fact full power and authority to
  do and perform each and every act and thing requisite and necessary to be done
  as fully to all intents and purposes as he or she might or could do in person,
  hereby ratifying and confirming all that each said attorney-in-fact may lawfully
  do or cause to be done by virtue hereof.
  
          Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated:
  Signature                            Title                                     Date
                   ---------                            -----                                     ----
  /s/ Steven C. Halstedt              Chairman of the Board                        July 20, 1998
             ----------------------
               Steven C. Halstedt
  
                                                 
             /s/ Justin L. Jaschke               Chief Executive Officer and Director         July 20, 1998   
             ---------------------               (Principal Executive Officer)
               Justin L. Jaschke
  
                                                 Director                                     
             ---------------------
               Herbert R. Hribar
  
               /s/ James C. Allen                Director                                     July 20, 1998
               ------------------
                 James C. Allen
  II-3
  5
  Signature                            Title                                     Date
                   ---------                            -----                                     ----
  Director                                     July 20, 1998
              --------------------
                Trygve E. Myhren
  
               /s/ Paul J. Salem                 Director                                     July 20, 1998
               -----------------
                 Paul J. Salem
  
             /s/ Steven W. Schovee               Director                                     July 20, 1998
             ---------------------
               Steven W. Schovee
  
            /s/ George J. Still, Jr.             Director                                     July 20, 1998
            ------------------------
              George J. Still, Jr.
  
             /s/ Deb Mayfield Gahan              Vice President of Finance and                July 20, 1998
             ----------------------              Administration (Principal Accounting 
               Deb Mayfield Gahan                Officer)                             
                                                 
  
            /s/ Peter B. Fritzinger              Chief Financial Officer                      July 20, 1998
            -----------------------
              Peter B. Fritzinger
  II-4
  6
  
                                   EXHIBIT INDEX
  EXHIBIT
  NUMBER                              DESCRIPTION
  -------                             -----------
  4.1               Registrant's 1998 Non-Employee Director Stock Incentive Plan,
                    as amended (incorporated by reference to Exhibit 10.32 to the
                    Registrant's Registration Statement on Form S-1 (Commission
                    File No. 333-47099) which became effective on May 11, 1998).
  
  5.1               Opinion of Morrison & Foerster LLP.
  
  23.1              Consent of KPMG Peat Marwick LLP (Denver).
  
  23.2              Consent of KPMG Peat Marwick LLP (Seattle).
  
  23.3              Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
  
  24.1              Power of Attorney (See pages II-6 and II-7).
  II-5