<PAGE> 1
As filed with the Securities and Exchange Commission on February 24, 1999.
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)
<TABLE>
<S> <C>
DELAWARE 04-3395167
(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.)
</TABLE>
67 BATTERYMARCH STREET, SUITE 600, BOSTON, MA 02110
(Address of principal executive offices)
-----------------
1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of plan)
-----------------
PAUL M. VERROCHI Copies of communications to:
PROVANT, INC. JAMES E. DAWSON, ESQ.
67 BATTERYMARCH STREET, SUITE 600 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)
-----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed
Title of each class of securities to be Amount being registered maximum offering Proposed maximum Amount of
registered (1) price per share aggregate offering price registration fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 100,000 Shares $16.56(2) $1,656,000(2) $460.37(2)
$.01 par value per share
===================================================================================================================================
</TABLE>
(1) This Registration Statement covers 100,000 shares of Common Stock
underlying awards that may be granted pursuant to the 1998 Stock Option
Plan for Outside 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 Plan
as a result of stock dividends, stock splits or other
recapitalizations.
(2) Calculated based on the weighted average of (i) 22,500 shares of Common
Stock issuable at a price of $13.75 per share and (ii) 77,500 shares of
Common Stocks assumed to be issuable at a price of $17.375, which is
the average of the high and low prices per share of the Common Stock as
reported on the Nasdaq National Market on February 17, 1999.
================================================================================
<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 Annual Report on Form 10-K for the fiscal year ended
June 30, 1998;
(b) The Company's Quarterly Report on Form 10-Q for the three months
ended September 30, 1998;
(c) The Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on November 30, 1998;
(d) The Company's Current Report on Form 8-K as filed with the
Securities and Exchange Commission on December 8, 1998;
(e) The Company's Quarterly Report on Form 10-Q for the three months
ended December 31, 1998; and
(f) 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. 333-70119).
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.
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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 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, 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, proceeding or claim 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
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<PAGE> 4
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.
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 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.
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<PAGE> 5
(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.
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<PAGE> 6
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 24th day of February 1999.
PROVANT, INC.
By: /s/ Paul M. Verrochi
--------------------------------------
Paul M. Verrochi
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Paul M. Verrochi, Rajiv Bhatt,
Constantine Alexander and James E. Dawson, and each of them, with full power to
act without the other, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities (until revoked in writing),
to sign any and all amendments (including post-effective amendments) to this
Registration Statement on Form S-8 of the registrant, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he or she might or could do in person, thereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Paul M. Verrochi CHAIRMAN OF THE BOARD AND FEBRUARY 24, 1999
- ------------------------------------- CHIEF EXECUTIVE OFFICER
PAUL M. VERROCHI
/s/ Dominic J. Puopolo CHIEF FINANCIAL OFFICER AND FEBRUARY 24, 1999
- ------------------------------------- DIRECTOR
DOMINIC J. PUOPOLO
/s/ John H. Zenger PRESIDENT AND DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
JOHN H. ZENGER
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Rajiv Bhatt CHIEF ACCOUNTING OFFICER FEBRUARY 24, 1999
- -------------------------------------
RAJIV BHATT
/s/ Herbert A. Cohen DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
HERBERT A. COHEN
/s/ Bert Decker DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
BERT DECKER
/s/ Paul C. Green DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
PAUL C. GREEN
/s/ Joe Hanson DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
JOE HANSON
DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
JOHN F. KING
/s/ A. Carl von Sternberg DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
A. CARL VON STERNBERG
/s/ Marc S. Wallace DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
MARC S. WALLACE
/s/ Michael J. Davies DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
MICHAEL J. DAVIES
/s/ David B. Hammond DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
DAVID B. HAMMOND
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ John R. Murphy DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
JOHN R. MURPHY
/s/ Esther T. Smith DIRECTOR FEBRUARY 24, 1999
- -------------------------------------
ESTHER T. SMITH
</TABLE>
-8-
<PAGE> 9
EXHIBIT INDEX
Exhibit No. Title Page
- ----------- ----- ----
4.1 1998 Stock Option Plan for Outside Directors 10
5 Opinion of Nutter, McClennen & Fish, LLP 14
23.1 Consent of Nutter, McClennen & Fish, LLP *
(contained in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP 16
23.3 Consent of Friedman & Fuller, P.C. 17
23.4 Consent of McGlandrey & Pullen, LLP 18
23.5 Consent of Plante & Moran, LLP 19
24 Power of Attorney (contained in the signature *
page to this Registration Statement)
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<PAGE> 1
EXHIBIT 4.1
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PROVANT, INC.
1998 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. PURPOSE
The purpose of this 1998 Stock Option Plan for Outside Directors (the
"Plan") is to advance the interests of PROVANT, Inc. (the "Company") by
enhancing the ability of the Company to attract and retain non-employee
directors who are in a position to make significant contributions to the success
of the Company and to reward directors for such contributions through ownership
of shares of the Company's common stock (the "Stock").
This Plan shall replace the Stock Plan for Non-Employee Directors,
except for options currently outstanding thereunder. Upon the approval of the
Plan by the stockholders of the Company, no additional options shall be granted
under the Stock Plan for Non-Employee Directors.
2. ADMINISTRATION
The Plan shall be administered by the Board of Directors (the "Board")
of the Company. The Board shall have authority, not inconsistent with the
express provisions of the Plan, (a) to grant options to such directors as are
eligible to receive options; (b) to determine the number of shares of Stock
subject to each option; (c) to determine the terms and conditions of each
option; (d) to prescribe the form or forms of instruments evidencing options and
any other instruments required under the Plan and to change such forms from time
to time; (e) to adopt, amend and rescind rules and regulations for the
administration of the Plan; and (f) to interpret the Plan and to decide any
questions and settle all controversies and disputes that may arise in connection
with the Plan. Such determinations of the Board shall be conclusive and shall
bind all parties.
The Board may, in its discretion, delegate some or all of its powers
with respect to the Plan to a committee (the "Committee"), in which event all
references in this Plan (as appropriate) to the Board shall be deemed to refer
to the Committee. A majority of the members of the Committee, if one is
appointed, shall constitute a quorum. Any determination of the Committee under
the Plan may be made without notice or meeting of the Committee by a writing
signed by a majority of the Committee members.
3. EFFECTIVE DATE AND TERM OF PLAN
The Plan shall become effective on the date on which the Plan is
approved by the stockholders of the Company. No option shall be granted under
the Plan after the completion of ten years from the date on which the Plan was
approved by the stockholders, but options previously granted may extend beyond
that date.
4. SHARES SUBJECT TO THE PLAN
(a) Number of Shares. Subject to adjustment as provided in section
4(c), the aggregate number of shares of Stock that may be delivered upon the
exercise of options granted under the Plan shall be One Hundred Thousand
(100,000). If any option granted under the Plan terminates without having been
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<PAGE> 2
exercised in full, the number of shares of Stock as to which such option was not
exercised shall be available for future grants within the limits set forth in
this Section 4(a).
(b) Shares to be Delivered. Shares delivered under the Plan shall
be authorized but unissued Stock or, if the Board so decides in its sole
discretion, previously issued Stock acquired by the Company and held in
treasury. No fractional shares of Stock shall be delivered under the Plan.
(c) Changes in Stock. In the event of a stock dividend, stock
split or combination of shares, recapitalization or other change in the
Company's capital stock, the number and kind of shares of stock or securities of
the Company subject to options then outstanding or subsequently granted under
the Plan, the maximum number of shares or securities that may be delivered under
the Plan, the exercise price and other adjusted by the Board, whose
determination shall be binding on all persons.
The Board may also adjust the number of shares subject to outstanding
options and the exercise price and the terms of outstanding options to take into
consideration material changes in accounting practices or principles,
extraordinary dividends, consolidations or mergers (except those described in
Section 6(i)), acquisitions or dispositions of stock or property or any other
event if it is determined by the Board that such adjustment is appropriate to
avoid distortion in the operation of the Plan.
5. ELIGIBILITY FOR OPTIONS
Directors eligible to receive options under the Plan ("Eligible
Directors") shall be those directors who are not employees of or full-time
consultants to the Company or any subsidiary of the Company.
6. TERMS AND CONDITIONS OF OPTIONS
(a) Number of Options. On the date of the initial election to the
Board of an Eligible Director (whether at an annual or special meeting of
stockholders or by the Board), he or she shall be awarded an option covering
7,500 shares of Stock. Subsequently, on the date of each annual meeting of
stockholders at which an Eligible Director is re-elected, he or she shall be
awarded an additional option covering a number of shares of Stock to be
determined by the Board on such date.
(b) Exercise Price. The exercise price of each option shall be
100% of the Fair Market Value per share of the Stock on the date the option is
granted. In no event, however, shall the exercise price be less, in the case of
an original issue of authorized stock, than par value per share. For purposes of
this paragraph: (A) the "Fair Market Value" of a share of Stock on any date
shall be the Closing Price on such day or, if there was no Closing Price on such
day, the most recent day prior thereto on which there was a Closing Price; and
(B) the "Closing Price" shall be the last sale price as reported on the
principal market or automated quotation system on which the Stock is traded or,
if no last sale is reported, then the average of the highest bid and lowest
asked prices at the close of business on that day.
(c) Duration of Options. The latest date on which an option may be
exercised shall be the date which is ten years from the date the option was
granted.
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<PAGE> 3
(d) Exercise of Options.
(1) Except as otherwise provided in this Section 6, each
option shall become exercisable with respect to all
of the shares of Stock issuable thereunder on the
date that is six months following the date of grant.
(2) Any exercise of an option shall be in writing, signed
by the proper person and delivered or mailed to the
Company, accompanied by (i) any documentation
required by the Board and (ii) payment in full for
the number of shares for which the option is
exercised.
(3) If an option is exercised by the executor or
administrator of a deceased director, or by the
person or persons to whom the option has been
transferred by the director's will or the applicable
laws of descent and distribution, the Company shall
be under no obligation to deliver Stock pursuant to
such exercise until the Company is satisfied as to
the authority of the person or persons exercising the
option.
(e) Payment for and Delivery of Stock. Stock purchased under the
Plan shall be paid for as follows: (i) in cash or by check (acceptable to the
Company in accordance with guidelines established for this purpose), bank draft
or money order payable to the order of the Company or (ii) if so permitted by
the original terms of the option or by the Board after grant of the option, (A)
through the delivery of shares of Stock having a Fair Market Value on the last
business day preceding the date of exercise equal to the purchase price, (B) by
having the Company hold back from the shares transferred upon exercise Stock
having a Fair Market Value on the last business day preceding the date of
exercise equal to the purchase price, (C) by delivery of a promissory note of
the option holder to the Company, such note to be payable on such terms as are
specified and approved in advance by the Board, (D) by delivery of an
unconditional and irrevocable undertaking by a broker to deliver promptly to the
Company sufficient funds to pay the exercise price, or (E) by any combination of
the permissible forms of payment.
An option holder shall not have the rights of a shareholder with regard
to awards under the Plan except as to Stock actually received by him or her
under the Plan.
The Company shall not be obligated to deliver any shares of Stock (a)
until, in the opinion of the Company's counsel, all applicable federal and state
laws and regulations have been complied with, and (b) if the outstanding Stock
is at the time listed on any stock exchange or automated quotation system, until
the shares to be delivered have been listed or authorized to be listed on such
exchange or system upon official notice of issuance, and (c) until all other
legal matters in connection with the issuance and delivery of such shares have
been approved by the Company's counsel. If the sale of Stock has not been
registered under the Securities Act of 1933, as amended (the "Act"), the Company
may require, as a condition to exercise of the option, such representations or
agreements as counsel for the Company may consider appropriate to avoid
violation of such Act and may require that the certificates evidencing such
Stock bear an appropriate legend restricting transfer.
(f) Nontransferability of Options. Except to the extent the Board
otherwise approves, no option may be transferred other than by will or by the
laws of descent and distribution, and during an Eligible Director's lifetime an
option may be exercised only by him or her.
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<PAGE> 4
(g) Death. Except as otherwise provided in the agreements
evidencing options granted to Eligible Directors hereunder, upon the death of
any Eligible Director, all such options not then exercisable shall terminate and
all such options that were exercisable immediately prior to death may be
exercised by his or her executor or administrator, or by the person or persons
to whom the option is transferred by will or the applicable laws of descent and
distribution, at any time within one year after the director's death (subject,
however, to the limitations of Section 6(c) regarding the maximum exercise
period for such option). After completion of such one-year period, such options
shall terminate to the extent not previously exercised.
(h) Other Termination of Status of Director. Except as otherwise
provided in the agreements evidencing options granted to Eligible Directors
hereunder, if an Eligible Director's service with the Company terminates for any
reason other than death, all such options that were not then exercisable shall
terminate and all such options that were exercisable on the date of termination
shall continue to be exercisable for a period of three months (subject to
Section 6(c)). After completion of such three-month period, such options shall
terminate to the extent not previously exercised.
(i) Mergers, etc. Notwithstanding any other provision of the Plan,
in the event that a transaction occurs that results or will result in the Stock
not being registered under Section 12 of the Exchange Act, all options shall
terminate upon the completion of the transaction. If the transaction is intended
to be treated as a pooling of interests for accounting purposes, the Board shall
cause the acquiring or surviving corporation or one of its affiliates to grant
replacement options to participants. In all other transactions, the Board may
either arrange for replacement options, accelerate the exercisability of all
outstanding options (subject to completion of the transaction) or terminate all
options in exchange for a cash payment.
7. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, TERMINATION AND WAIVER
Neither adoption of the Plan nor the grant of options to an Eligible
Director shall affect the Company's right to grant to such director options that
are not subject to the Plan, to issue to such director Stock as a bonus or
otherwise, or to adopt other plans or arrangements under which Stock may be
issued to Eligible Directors.
The Board may at any time discontinue granting options under the Plan
or terminate the Plan as to any further grants of options. The Board also may at
any time or times amend the Plan or any outstanding option for the purpose of
satisfying changes in applicable laws or regulations or for any other purpose
that may at the time be permitted by law and the rules and regulations of any
securities exchange or automated quotation system on which the Stock is listed
for trading; provided, however, that no such amendment shall adversely affect
the rights of any Eligible Director (without his or her consent) under any
option previously granted. Nothing in the preceding sentence shall be construed
as limiting the power of the Board to make adjustments required by Section 4(c)
and Section 6(i). The Board also shall have the authority, both generally and in
particular instances, to waive compliance by an Eligible Director with any
obligation to be performed by such director under an option granted hereunder,
or to waive any condition or provision of any such option.
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<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 DIRECT DIAL NUMBER
HYANNIS, MASSACHUSETTS
February 24, 1999
PROVANT, Inc.
67 Batterymarch Street, Suite 600
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 an
aggregate of 100,000 shares of common stock, $.01 par value per share (the
"Common Stock"), issuable pursuant to the Company's 1998 Stock Option Plan for
Outside Directors (the "Plan"), and an indeterminate number of shares of such
Common Stock which may be issued or become issuable under the Plan 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 Plan, 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 paid for and issued in compliance with the terms of the
Plan, and in 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, the 100,000 shares of Common Stock referred to
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 Plan by reason of stock dividends, stock
splits or other recapitalizations hereafter executed, if and when issued in
accordance with the terms of the Plan and in 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 Registration
<PAGE> 2
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
<PAGE> 1
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to incorporation by reference in the registration statement
(No. 333- ) on Form S-8 of PROVANT, Inc. of our report dated August 10, 1998
relating to the consolidated balance sheets of PROVANT, Inc. and subsidiaries as
of June 30, 1997 and June 30, 1998 and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for the period from
November 16, 1996 (date of inception) to June 30, 1997 and for the year ended
June 30, 1998, and the related consolidated financial schedule, which report
appears in the June 30, 1998, annual report on Form 10-K of PROVANT, Inc.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Boston, Massachusetts
February 23, 1999
-16-
<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. 333-70119).
/s/ Friedman & Fuller, P.C.
Friedman & Fuller, P.C.
Rockville, Maryland
February 23, 1999
-17-
<PAGE> 1
EXHIBIT 23.4
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated July 31, 1998, except for Note 10 as
to which the date is August 10, 1998, on the financial statements of American
Media Incorporated, as of and for the years ended June 30, 1997 and 1998,
included in Provant, Inc.'s Registration Statement of Form S-1 (File No.
333-70119).
/s/ McGladrey & Pullen, LLP
McGladrey & Pullen, LLP
Des Moines, Iowa
February 23, 1999
-18-
<PAGE> 1
EXHIBIT 23.5
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of PROVANT, Inc. for the registration of its common stock
of our report dated October 12, 1998 on the financial statements of Strategic
Interactive, Inc. for the years ended June 30, 1998 and 1997.
/s/ Plante & Moran, LLP
Plante & Moran, LLP
East Lansing, MI
February 24, 1999
-19-
