~~Delaware~~SECURITIES AND ~~000-23989~~EXCHANGE ~~04-3395167~~COMMISSION ~~--------- ---------- ---------- State or other jurisdiction of Commission File Number IRS Employer Identification No. incorporation~~

~~Pro Forma Pro Forma Provant Businesses Adjustments As Adjusted ------- ---------- ----------- ----------- Assets Cash and cash equivalents $ 192 205 23~~WASHINGTON,~~282~~ (A) $ 596 (21,332) (B) (1,751) (C) Accounts receivable, net 32,120 (12,859) 19,261 Costs in excess of billings 3,637 (2,463) 1,174 Prepaids and other current assets 6,535 (4,860) 1,675 --------- ------- ------- ------------ Total current assets 42,484 (19,977) 199 22,706 Property and equipment, net 5,577 (3,825) (16) (D) 1,736 Capitalized product development, net 7,004 (2,916) (4,079) (D) 9 Other assets 640 (176) 464 Goodwill 36,075 (29,083) 6,992 --------- ------- ------- ------------ Total assets $ 91,780 (55,977) (3,896) $ 31,907 ========= ======= ======= ============ Liabilities and Stockholders' Equity Accounts payable $ 4,842 (1,893) $ 2,949 Accrued expenses 6,218 (2,329) (1,715) (E) 2,174 Accrued compensation 5,676 (1,429) 4,247 Other current liabilities 4,800 (2,140) 2,660 Current portion of long-term debt 51,730 (308) (21,332) (B) 24,435 (5,655) (F) --------- ------- ------- ------------ Total current liabilities 73,266 (8,099) (28,702) 36,465 Other long-term liabilities 1,475 (1,475) -- Stockholder's equity (deficit) 17,039 (46,403) 24,806 (A,.C,D. ~~(4,558)~~20549 ~~E,F) --------- ------- ------- ------------ Total liabilities and stockholders' equity $ 91,780 (55,977) (3,896) $ 31,907 ========= ======= ======= ============~~

~~Pro~~FORM Forma Pro Forma Provant Businesses Adjustments As Adjusted ------- ---------- ----------- ----------- Total revenue $ 38,448 (17,313) $ 21,135 Cost of revenue 21,415 (7,692) 13,723 ----------- ------- --- ----------- Gross profit 17,033 (9,621) 7,412 Selling, general and administrative expenses 19,034 (8~~,984) 10,050~~ -~~----------~~K ------- --- ----------- Income (loss) from operations (2,001) (637) (2,638) Other income (expense), net (15) 5 (10) Interest expense (1,594) 19 881 (G) (694) ----------- ------- --- ----------- Income (loss) before income taxes (3,610) (613) 881 (3,342) Provision (benefit) for income taxes 300 300 ----------- ------- --- ----------- Net loss $ (3,910) (613) 881 $ (3,642) =========== ======= === =========== Earnings (loss) per common share: Basic and diluted $ (0.18) $ (0.17) =========== =========== Weighted average common shares outstanding: Basic and diluted 21,500,796 21,500,796 =========== ===========

~~Pro~~Current ~~Forma~~Report ~~Pro~~Pursuant ~~Forma~~to ~~Provant~~Section ~~Businesses~~13 ~~Adjustments~~or ~~As Adjusted ------- ---------- ----------- ----------- Total revenue $ 161,156~~ 15(~~77,124~~d) ~~$ 84,032 Cost~~ of ~~revenue~~the ~~76,564~~Securities ~~(32,362)~~Exchange ~~44,202~~Act ----------- ------- ----- ------------ Gross profit 84,592 (44,762) 39,830 Selling, general and administrative expenses 83,704 (45,285) 38,419 Impairment loss 5,609 (4,990) 619 ----------- ------- ----- ------------ Income (loss) from operations (4,721) 5,513 792 Other income (expense), net 27 (16) 11 Interest expense (4,853) 115 2,136 (G) (2,602) ----------- ------- ----- ------------ Income (loss) before income taxes, extraordinary items and cumulative effect of a1934 change in accounting principle (9,547) 5,612 2,136 (1,799) Provision (benefit) for income taxes (1,750) (1,750) ----------- ------- ----- ------------ Income (loss) before extraordinary items and cumulative effect of a change in accounting principle $ (7,797) 5,612 2,136 $ (49) =========== ======= ===== ============ Earnings (loss) per common share: Earnings (loss) before extraordinary items and cumulative effect of a change in accounting principle Basic and diluted $ (0.36) $ 0.00 =========== =========== Weighted average common shares outstanding: Basic and diluted 21,530,449 21,530,449 =========== ===========

Date of Report (date of earliest event reported): April 14, 2003

Provant, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-23989

04-3395167

State or other jurisdiction

of incorporation

Commission

File Number

IRS Employer

Identification No.

67 Batterymarch Street, Suite 500

Boston, MA 02110

(Address of principal executive offices)

(617) 261-1600

(Registrant’s telephone number, including area code)

Item 2. Acquisition or Disposition of Assets.

On April 14, 2003, Provant, Inc. completed the sale of its Senn-Delaney Leadership Consulting division (the “Business”) to Senn-Delaney Leadership Consulting Group, LLC (the “Purchaser”). The Purchaser is a company that is controlled by a group of employees led by Larry Senn, the founder and former principal owner of the Business. The Business was transferred to the Purchaser effective as of March 31, 2003 by the sale of tangible and intangible assets used in connection with the conduct of the Business. The purchase price consisted of $2.4 million cash paid at closing, an additional $540,000 of cash payable in equal monthly installments over three years, 1.4 million shares of Provant common stock valued at approximately $150,000 and the assumption by the Purchaser of $300,000 of indebtedness, a $600,000 obligation to certain employees and other liabilities relating to the Business. If the Business is resold within four years for a price of more than $8.0 million, Provant also will receive 50% of the sale price above $8.0 million subject to a cap of $3.0 million as additional purchase price.

The purchase price was determined through arms-length negotiations between Provant and the Purchaser. Provant used the cash proceeds less expenses to reduce its bank debt by $2.0 million.

Provant’s remaining business is its Government group.

Prior to the transaction, no material relationship existed between Provant (including its affiliates) and the Purchaser, although, prior to the closing, Larry Senn and James Hart, the Purchaser’s principal members, were stockholders and employees of Provant and Mr. Hart was an executive officer of Provant. In connection with the transaction, Mr. Hart resigned as an executive officer of Provant.

Item 7. Financial Statements and Exhibits.

(a)

Financial statements of business acquired.

Not applicable.

(b)

Pro forma financial information.

The required pro forma financial information is filed as an exhibit to this report and is incorporated by reference herein.

(c)

Exhibits.

The following exhibits are filed herewith:

2.1

Asset Purchase Agreement by and between Provant, Inc. and Senn-Delaney Leadership Consulting Group, LLC dated as of April 14, 2003

99.1

Unaudited Pro Forma Condensed Financial Statements

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PROVANT, INC.

By:		/S/ JANET M. SULLIVAN
		Janet M. Sullivan Vice President and Chief Financial Officer

Date: April 29, 2003

Filing Compare · PROVANT INC