8-K 1 d8k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K ---------- Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): December 31, 2002 Provant, Inc. -------------- (Exact name of registrant as specified in its charter)

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 December 31, 2002, Provant, Inc. completed the sale to Novations Group Inc. ("Novations"), a subsidiary of Drake Beam Morin-Japan (DBM-J), of Provant's Performance Solutions, Technology and Development, Vertical Markets and Project Management groups and Learning and Strategic Alliances businesses (the "Businesses"). The Businesses were transferred to Novations by the sale of the stock of Provant Performance Solutions, Inc., Provant Media, Inc. and Provant Canada, Inc. and the sale of tangible and intangible assets principally used in connection with the conduct of the Businesses. The $30 million purchase price consisted of $23.4 million cash, subject to a working capital adjustment, and the assumption by Novations of $6.6 million of Provant's non-bank indebtedness and other acquisition related obligations. The purchase price was determined through arms-length negotiations between Provant and DBM-J. Provant used the cash proceeds less expenses to reduce its bank debt by $21.3 million. As a result of the sale, Provant will record a loss on the disposal of the Businesses of approximately $24 million, which will be included in loss from discontinued operations in the second quarter of fiscal 2003. Provant's remaining businesses are its Government and Leadership Consulting groups, consisting principally of Star Mountain and Senn-Delaney Leadership. Prior to the transaction, no material relationship existed between Provant (including its affiliates) and DBM-J (including Novations). After the closing until March 31, 2003, Novations and Provant (including its subsidiary, Star Mountain, Inc.) will provide certain transitional services to each other on an as required basis. In connection with the transaction, Flory Hiatrides resigned as an executive officer of Provant but continued her employment as an employee of Provant Performance Solutions, Inc., which was acquired by Novations. Also in connection with the transaction, Novations assumed and paid to EEI Group, Inc., a corporation owned by Ms. Hiatrides, the $3.255 million promissory note made in connection with a prior acquisition that was due and payable in full in accordance with its terms on September 29, 2002. Following the transaction, John H. Zenger, President, Chief Executive Officer and a director of Provant, became a director of and a consultant to Novations. 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 Exhibit A to this report and is incorporated by reference herein. (c) Exhibits. The following exhibits are filed herewith: 2.1 Stock and Asset Purchase Agreement among Provant, Inc., Star Mountain, Inc. and Drake Beam Morin-Japan, Inc. dated as of December 15, 2002 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: January 15, 2003 Exhibit A UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS The following unaudited pro forma condensed financial statements give effect to Provant's sale of stock and assets in the Businesses. The unaudited pro forma condensed balance sheet at September 30, 2002 gives effect to the sale of the Businesses as if it had occurred on September 30, 2002. The unaudited pro forma condensed statements of operations for the three months ended September 30, 2002 and the year ended June 30, 2002 give effect to the sale of the Businesses as if it had occurred on July 1, 2001. The pro forma condensed statement of operations for the three months ended September 30, 2002 is based on Provant's historical results of operations for the three months ended September 30, 2002 (which include the results of operations for the Businesses for the three months ended September 30, 2002). The pro forma condensed statement of operations for the twelve months ended June 30, 2002 is based on Provant's historical results of operations for the twelve months ended June 30, 2002 (which include the results of operations for the Businesses for the twelve months ended June 30, 2002). The following unaudited pro forma financial information, consisting of the pro forma condensed statements of operations and the pro forma condensed balance sheet and the accompanying notes, should be read in conjunction with historical annual and quarterly financial statements and notes of Provant. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the future results of operations of Provant after the sale of the Businesses, or of the results of operations of Provant that would have actually occurred had the sale of the Businesses been effected as of the dates described above. Unaudited Pro Forma Condensed Balance Sheet September 30, 2002 (In thousands)

Unaudited Pro Forma Statement of Operations For the three months ended September 30, 2002 (in thousands, except share data)

Unaudited Pro Forma Statement of Operations For the year ended June 30, 2002 (in thousands, except share data)

NOTES TO THE UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS Pro Forma Adjustments and Assumptions: The pro forma information herein gives effect to the following divestiture: On December 31, 2002, Provant, Inc. completed the sale to Novations Group Inc. ("Novations"), a subsidiary of Drake Beam Morin-Japan (DBM-J), of Provant's Performance Solutions, Technology and Development, Vertical Markets and Project Management groups and Learning and Strategic Alliances businesses (the "Businesses"). The Businesses were transferred to Novations by the sale of the stock of Provant Performance Solutions, Inc., Provant Media, Inc. and Provant Canada, Inc. and the sale of tangible and intangible assets principally used in connection with the conduct of the Businesses. The $30 million purchase price consisted of $23.4 million cash, subject to a working capital adjustment, and the assumption by Novations of $6.6 million of Provant's non-bank indebtedness and other acquisition related obligations. The purchase price was determined through arms-length negotiations between Provant and DBM-J. Provant used the cash proceeds less expenses to reduce its bank debt by $21.3 million. As a result of the sale, Provant will record a loss on the disposal of the Businesses of approximately $24 million, which will be included in loss from discontinued operations in the second quarter of fiscal 2003. Provant's remaining businesses are its Government and Leadership Consulting groups, consisting principally of Star Mountain and Senn-Delaney Leadership. (A) The pro forma adjustment represents the net cash received from the sale of the Businesses. (B) The pro forma adjustment represents the paydown on the line of credit. (C) The pro forma adjustment represents the payment of expenses associated with the sale of the Businesses, including insurance. (D) The pro forma adjustment represents the sale of certain corporate assets to DBM-J. (E) The pro forma adjustment represents the write off of purchase accounting reserves associated with the Businesses. (F) The pro forma adjustment represents the assumption of debt by DBM-J. (G) The pro forma adjustment represents the reduction of interest expense due to the assumption of certain debt by DBM-J and the paydown of the line of credit.

PROVANT INC 8-K