PROVANT INC
424B3, 1999-01-29
MANAGEMENT CONSULTING SERVICES
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PROSPECTUS SUPPLEMENT
To Prospectus Dated January 12, 1999           Filed pursuant to Rule 424(b)(3)
As Supplemented to Date                        Registration No. 333-57733

                                3,000,000 Shares

                                  PROVANT, INC.

                                  COMMON STOCK

                                   ----------

     This Prospectus Supplement supplements PROVANT, Inc.'s Prospectus dated
January 12, 1999 that forms a part of its Registration Statement on Form S-4
(File No. 333-57733). This Supplement should be read in conjunction with the
Prospectus.

     On January 29, 1999, PROVANT announced the public offering of 3,485,000
shares of common stock at $19.50 per share. PROVANT will sell 2,500,000 million
shares and certain stockholders of PROVANT will sell 985,000 shares. The Company
has granted an over-allotment option to the underwriters to purchase 522,750
shares. The Company intends to use the proceeds of the offering to repay
indebtedness and for general corporate purposes, including acquisitions.
Assuming no exercise of the over-allotment option, there will be 14,777,008
shares outstanding upon completion of the offering, currently scheduled for
February 3, 1999.

     Subsequent to January 12, 1999, we acquired the Multimedia Division of OC
Incorporated, a company that provides training system engineering and training
technology services for government and commercial markets in the aviation
sector. Since the Company's initial public offering in May 1998, PROVANT has
acquired six businesses. Each acquisition was accounted for under the purchase
method of accounting. The aggregate purchase price of these acquisitions was
$54.9 million, consisting of $32.7 million in cash and 1,562,114 shares of
common stock. In addition, the former owners of these businesses are entitled to
receive contingent consideration based upon the future performance of these
businesses. For accounting purposes, any contingent consideration paid in these
acquisitions will be treated as additional purchase price.

     We regularly review potential acquisition candidates and have held
preliminary discussions with a number of such candidates. In addition, at any
given time we may have entered into one or more letters of intent or purchase
agreements to acquire such acquisition candidates.

          The date of this Prospectus Supplement is January 29, 1999.


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