<PAGE> 1
As filed with the Securities and Exchange Commission on May 21, 1998.
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROVANT, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-3395167
- - ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
67 BATTERYMARCH STREET, SUITE 500, BOSTON, MA 02110
---------------------------------------------------
(Address of principal executive offices)
------------
1998 EQUITY INCENTIVE PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
AND
STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full title of plans)
------------
PAUL M. VERROCHI Copy to:
PROVANT, INC. JAMES E. DAWSON, ESQ.
67 BATTERYMARCH STREET, SUITE 500 NUTTER, MCCLENNEN & FISH, LLP
BOSTON, MA 02110 ONE INTERNATIONAL PLACE
(617) 261-1600 BOSTON, MASSACHUSETTS 02110-2699
(Name, address and telephone (617) 439-2000
number of agent for service)
------------
<TABLE>
CALCULATION OF REGISTRATION FEE
===========================================================================================================================
<CAPTION>
Proposed
Title of each class of securities to Amount being registered maximum offering Proposed maximum Amount of
be registered (1) price per share aggregate offering price registration fee
- - ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,100,000 Shares $14.10(2) $15,510,000 $4,575.45
$.01 par value per share 500,000 Shares 18.25(3) 9,125,000 2,691.88
100,000 Shares 17.46(4) 1,746,000 515.07
- - ---------------------------------------------------------------------------------------------------------------------------
Total 1,700,000 Shares $26,381,000 $7,782.40
===========================================================================================================================
</TABLE>
(1) This Registration Statement covers 1,100,000 shares of Common Stock
underlying awards that may be granted pursuant to the 1998 Equity Incentive
Plan, 500,000 shares of Common Stock issuable under the 1998 Employee Stock
Purchase Plan and 100,000 shares of Common Stock issuable under the Stock
Plan for Non-Employee Directors. In addition, pursuant to Rule 416(b) under
the Securities Act of 1933, as amended (the "Securities Act"), this
Registration Statement also covers an indeterminate number of additional
shares of Common Stock which may be issued under said Plans as a result of
a stock dividend, stock split or other recapitalization.
(2) Calculated as the weighted average of (i) 868,983 shares of Common Stock
issuable at a price of $13.00 per share and (ii) 231,017 shares of Common
Stock assumed to be issuable (pursuant to Rules 457(c) and (h) under the
Securities Act) at a price of $18.25, which is the average of the high and
low prices per share of the Common Stock as reported on the Nasdaq National
Market on May 15, 1998.
(3) Calculated as the average of the high and low prices per share of the
Common Stock as reported on the Nasdaq National Market on May 15, 1998.
(4) Calculated as the weighted average of (i) 15,000 shares of Common Stock
issuable at a price of $13.00 per share and (ii) 85,000 shares of Common
Stock assumed to be issuable at the average of the high and low prices per
share of the Common Stock as reported on the Nasdaq National Market on May
15, 1998.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
PROVANT, Inc. (the "Company") hereby incorporates by reference in this
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):
(a) The Company's prospectus dated April 29, 1998, filed pursuant to Rule
424(b) of the Securities Act; and
(b) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No. 000-23989) and the
Company's Registration Statement on Form S-1 (File No. 333-46157).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of any post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that any other subsequently-filed document which also is incorporated or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law, as amended, which provides that a
corporation may indemnify any person who was or is a party to or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other
-2-
<PAGE> 3
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he or
she is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action or suit if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite an adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. The Company's Certificate of Incorporation
further provides that the Company shall indemnify its directors and officers to
the fullest extent permitted by the law of the State of Delaware.
The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except to the extent that
exculpation from liability is not permitted under the Delaware General
Corporation Law as in effect at the time such liability is determined.
The Certificate of Incorporation and the Company's By-laws also provide
that each person who was or is made party to, or is involved in, any action,
suit or proceeding by reason of the fact that he or she is or was a director or
officer of the Company (or is or was serving at the request of the Company as a
director or officer of any other enterprise, including service with respect to
employee benefit plans) shall be indemnified and held harmless by the Company,
to the fullest extent permitted by Delaware law, as in effect from time to time,
against all expenses (including attorneys' fees and expenses), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with the investigation, preparation to defend or defense of such
action, suit, proceeding or claim. The Company's By-laws allow for similar
rights of indemnification to be afforded, in the Company's discretion, to its
employees and agents.
The rights to indemnification and the payment of expenses provided by the
Certificate of Incorporation and By-laws do not apply to any action, suit,
proceeding or claim initiated by or on behalf of a person otherwise entitled to
the benefit of such provisions. Any person seeking indemnification under the
By-laws shall be deemed to have met the standard of conduct required for such
indemnification unless the contrary shall be established. Any repeal or
modification of such indemnification provisions shall not adversely affect any
right or protection of a director or officer with respect to any conduct of such
director or officer occurring prior to such repeal or modification.
The Company maintains an indemnification insurance policy covering all
directors and officers of the Company and its subsidiaries.
-3-
<PAGE> 4
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the exhibit index immediately preceding the exhibits attached hereto.
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions of the Delaware General Corporation
Law and the registrant's Certificate of Incorporation and By-laws, or otherwise,
the registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or a
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy, as expressed in the
Securities Act, and will be governed by the final adjudication of such issue.
-4-
<PAGE> 5
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on the 21st day of May 1998.
PROVANT, INC.
By: /s/ Paul M. Verrochi
-------------------------------------------------
Paul M. Verrochi
Chairman of the Board and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Paul M. Verrochi CHAIRMAN OF THE BOARD AND MAY 21, 1998
- - ------------------------------- CHIEF EXECUTIVE OFFICER
PAUL M. VERROCHI
/s/ Dominic J. Puopolo CHIEF FINANCIAL OFFICER AND MAY 21, 1998
- - ------------------------------- DIRECTOR
DOMINIC J. PUOPOLO
/s/ John H. Zenger PRESIDENT AND DIRECTOR MAY 21, 1998
- - -------------------------------
JOHN H. ZENGER
/s/ Rajiv Bhatt CHIEF ACCOUNTING OFFICER MAY 21, 1998
- - -------------------------------
RAJIV BHATT
/s/ Herbert A. Cohen DIRECTOR MAY 21, 1998
- - -------------------------------
HERBERT A. COHEN
/s/ Bert Decker DIRECTOR MAY 21, 1998
- - -------------------------------
BERT DECKER
-5-
<PAGE> 6
SIGNATURES TITLE DATE
---------- ----- ----
/s/ Paul C. Green DIRECTOR MAY 21, 1998
- - -------------------------------
PAUL C. GREEN
/s/ Joe Hanson DIRECTOR MAY 21, 1998
- - -------------------------------
JOE HANSON
/s/ John F. King DIRECTOR MAY 21, 1998
- - -------------------------------
JOHN F. KING
/s/ A. Carl von Sternberg DIRECTOR MAY 21, 1998
- - -------------------------------
A. CARL VON STERNBERG
/s/ Marc S. Wallace DIRECTOR MAY 21, 1998
- - -------------------------------
MARC S. WALLACE
/s/ Michael J. Davies DIRECTOR MAY 21, 1998
- - -------------------------------
MICHAEL J. DAVIES
/s/ David B. Hammond DIRECTOR MAY 21, 1998
- - -------------------------------
DAVID B. HAMMOND
/s/ John R. Murphy DIRECTOR MAY 21, 1998
- - -------------------------------
JOHN R. MURPHY
/s/ Esther T. Smith DIRECTOR MAY 21, 1998
- - -------------------------------
ESTHER T. SMITH
-6-
<PAGE> 7
EXHIBIT INDEX
Exhibit No. Title Page
- - ----------- ----- ----
* 4.1 1998 Equity Incentive Plan
* 4.2 1998 Employee Stock Purchase Plan
* 4.3 Stock Plan for Non-Employee Directors
5 Opinion of Nutter, McClennen & Fish, LLP 8
23.1 Consent of Nutter, McClennen & Fish, LLP Contained in
Exhibit 5
23.2 Consent of KPMG Peat Marwick LLP 10
23.3 Consent of Friedman & Fuller, P.C. 11
- - ------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 333-46157).
-7-
<PAGE> 1
EXHIBIT 5
---------
NUTTER, McCLENNEN & FISH, LLP
ATTORNEYS AT LAW
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110-2699
TELEPHONE: 617-439-2000 FACSIMILE: 617-973-9748
CAPE COD OFFICE
HYANNIS, MASSACHUSETTS
MAY 21, 1998
PROVANT, Inc.
67 Batterymarch Street, Suite 500
Boston, MA 02110
Gentlemen/Ladies:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") which PROVANT, Inc. (the "Company") is filing
concurrently herewith with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to (i)
an aggregate of 1,700,000 shares of common stock, $.01 par value per share (the
"Common Stock") consisting of 1,100,000 shares of Common Stock, issuable
pursuant to the Company's 1998 Equity Incentive Plan, 500,000 shares of Common
Stock issuable pursuant to the Company's 1998 Employee Stock Purchase Plan, and
100,000 shares of Common Stock issuable pursuant to the Company's Stock Plan for
Non-Employee Directors (collectively, the "Plans"), and (ii) an indeterminate
number of shares of such Common Stock which may be issued or become issuable
under the Plans by reason of stock dividends, stock splits or other
recapitalizations executed hereafter.
We have acted as legal counsel for the Company in connection with adoption
of the Plans, are familiar with the Company's Certificate of Incorporation and
By-laws, both as amended to date, and have examined such other documents as we
deemed necessary for this opinion. Based upon the foregoing, we are of the
opinion that:
1. When issued and paid for in compliance with the terms of the Plans,
the 1,700,000 shares of Common Stock referred to in (i) above will be duly and
validly issued, fully paid and non-assessable; and
2. The indeterminate number of additional shares of Common Stock which
may become issuable under the Plans by reason of stock dividends, stock splits
or other recapitalizations hereafter executed, if and when issued in accordance
with the terms of the Plans and upon compliance with the applicable provisions
of law and of the Company's Certificate of Incorporation and By-laws, both as
amended through the dates of any such issuances, will be duly and validly
issued, fully paid and non-assessable.
We understand that this opinion letter is to be used in connection with the
Registration Statement and hereby consent to the filing of this opinion letter
with and as a part of the
8
<PAGE> 2
Registration Statement and of any amendments thereto. It is understood that this
opinion letter is to be used in connection with the offer and sale of the
aforesaid shares only while the Registration Statement, as it may be amended
from time to time as contemplated by Section 10(a)(3) of the Securities Act, is
effective under the Securities Act.
Very truly yours,
/s/ Nutter, McClennen & Fish, LLP
Nutter, McClennen & Fish, LLP
JED/MLB
9
<PAGE> 1
Exhibit 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use of our reports incorporated by reference in this
Registration Statement on Form S-8 relating to Provant, Inc. dated May 21, 1998,
for Provant, Inc. dated January 9, 1998, Behavioral Technology, Inc. dated
January 9, 1998, Decker Communications, Inc. dated January 9, 1998, J. Howard &
Associates, Inc. dated April 3, 1998, Robert Steinmetz, Ph.D. and Associates,
Inc., d/b/a Learning Systems Sciences, dated April 3, 1998, MOHR Retail Learning
Systems, Inc. dated January 9, 1998, for Novations Group, Inc. dated January 9,
1998, and Star Mountain, Inc. dated April 3, 1998 included in the
previously-filed Registration Statement on Form S-1 (No. 333-46157).
/s/ KPMG Peat Marwick LLP
Boston, Massachusetts
May 21, 1998
-10-
<PAGE> 1
Exhibit 23.3
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report on the 1995 financial statements for Star
Mountain, Inc., dated February 16, 1996, included in the previously-filed
Registration Statement on Form S-1 (No. 333-46157).
/s/ Friedman & Fuller, P.C.
Rockville, Maryland
May 20, 1998
-11-
