content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 19, 2000.
                                                       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
           --------------------------------------------------------------
           (State or other jurisdiction of incorporation or organization)
  
                                     04-3395167
                        -----------------------------------
                        (I.R.S. employer identification no.)
  
                 67 BATTERYMARCH STREET, SUITE 400, BOSTON, MA 02110
                ----------------------------------------------------
                      (Address of principal executive offices)
  
                                    -------------
  
                             1998 EQUITY INCENTIVE PLAN
  
                        1998 NON-QUALIFIED STOCK OPTION PLAN
  
                                (Full title of plan)
  
                                    -------------
  
          CURTIS M. UEHLEIN                        Copies of communications to:
            PROVANT, INC.                              JAMES E. DAWSON, ESQ.
  67 BATTERYMARCH STREET, SUITE 400                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
                                                                           maximum
  Title of each class of securities to be                               offering price         Proposed maximum        Amount of
              registered                      Amount being registered     per share      aggregate offering price   registration fee
  ---------------------------------------     -----------------------   --------------   ------------------------   ----------------
  <S>                                         <C>                       <C>              <C>                        <C>
  Common Stock,                               1,250,000 Shares(1)             $6.55(2)        $8,190,065.35(2)        $2,162.18(2)
  $.01 par value per share                    1,000,000 Shares(1)              5.85(3)         5,852,167.98(3)         1,544.97(3)
                                                                                                                       --------
                                                                                                                      $3,707.15
  </TABLE>
  
  (1)      This Registration Statement covers 1,250,000 shares of Common Stock
           underlying awards that may be granted pursuant to the 1998 Equity
           Incentive Plan, as amended to date, and 1,000,000 shares of Common
           Stock underlying awards that may be granted pursuant to the 1998
           Non-Qualified Plan, as amended to date. 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 stock dividends, stock splits or other
           recapitalizations.
  
  (2)      Calculated based on the weighted average of (i) 50,000 shares of Common
           Stock issuable at a price of $8.00 per share, (ii) 10,000 shares of
           Common Stock issuable at a price of $6.906 per share, (iii) 10,000
           shares of Common Stock issuable at a price of $6.188 per share, (iv)
           132,679 shares of Common Stock issuable at a price of $18.875 per share
           and (v) 1,047,321 shares of Common Stock assumed to be issuable
           (pursuant to Rule 457(c) and (h) under the Securities Act) at a price
           of $4.9219 per share, 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 12, 2000.
  
  (3)      Calculated based on the weighted average of (i) 299,000 shares of
           Common Stock issuable at a price of $6.875 per share, (ii) 10,000
           shares of Common Stock issuable at a price of $6.906 per share, (iii)
           25,500 shares of Common Stock issuable at a price of $6.118 per share,
           (iv) 500 shares of Common Stock issuable at a price of $13.00 per
           share, (v) 3,750 shares of Common Stock issuable at a price of $23.656
           per share, (vi) 10,904 shares of Common Stock issuable at a price of
           $25.250 per share and (vii) 650,346 shares of Common Stock assumed to
           be issuable (pursuant to Rule 457(c) and (h) under the Securities Act)
           at a price of $4.9219 per share, 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 12, 2000.
  
  --------------------------------------------------------------------------------
  <PAGE>   2
         In accordance with General Instruction E to Form S-8, the contents
          of the registrant's Registration Statement on Form S-8 (File No.
                    333-53473) relating to the registrant's 1998
             Equity Incentive Plan and the contents of the registrant's
             Registration Statement on Form S-8 (File Nos. 333-62109 and
          333-86379) relating to the registrant's 1998 Non-Qualified Stock
                   Option Plan (together, the "Prior Registration
                      Statements on Form S-8") are incorporated
                          by reference in this Registration
                                     Statement.
  
  
  
           In accordance with General Instruction E to Form S-8, the following
  information is not contained in the Prior Registration Statements on Form S-8:
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 8.  EXHIBITS.
  
           See the exhibit index immediately preceding the exhibits attached
  hereto.
  
                                         -2-
  <PAGE>   3
                                     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 19th day of May 2000.
  
                                        PROVANT, INC.
  
  
                                        By: /s/ Curtis M. Uehlein
                                           ---------------------------------------
                                             Curtis M. Uehlein
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below on this Registration
  Statement hereby constitutes and appoints Dominic J. Puopolo, Rajiv Bhatt 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 and amendments thereto) 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
                        ----------                                             -----                          ----
  <S>                                                           <C>                                        <C>
   /s/ Curtis M. Uehlin                                                     PRESIDENT,                     MAY 19, 2000
  -----------------------------------------------------------   CHIEF EXECUTIVE OFFICER AND DIRECTOR
  CURTIS M. UEHLEIN
  
  
   /s/ Paul M. Verrochi                                                       DIRECTOR                     MAY 19, 2000
  -----------------------------------------------------------
  PAUL M. VERROCHI
  
  
   /s/ John H. Zenger                                                VICE CHAIRMAN AND DIRECTOR            MAY 19, 2000
  -----------------------------------------------------------
  JOHN H. ZENGER
  
  
   /s/ Dominic J. Puopolo                                            VICE CHAIRMAN AND DIRECTOR            MAY 19, 2000
  -----------------------------------------------------------
  DOMINIC J. PUOPOLO
  </TABLE>
  
                                         -3-
  <PAGE>   4
  <TABLE>
  <CAPTION>
                        SIGNATURES                                             TITLE                          DATE
                        ----------                                             -----                          ----
  <S>                                                           <C>                                        <C>
   /s/ Rajiv Bhatt                                              EXECUTIVE VICE PRESIDENT, TREASURER,       MAY 19, 2000
  -----------------------------------------------------------       CHIEF FINANCIAL OFFICER AND
  RAJIV BHATT                                                         CHIEF ACCOUNTING OFFICER
  
  
   /s/ Herbert A. Cohen                                                       DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  HERBERT A. COHEN
  
  
   /s/ Michael J. Davies                                                      DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  MICHAEL J. DAVIES
  
  
   /s/ Bert Decker                                                            DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  BERT DECKER
  
  
   /s/ Paul C. Green                                                          DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  PAUL C. GREEN, PH.D.
  
                                                                              DIRECTOR
  -----------------------------------------------------------
  DAVID B. HAMMOND
  
  
   /s/ John R. Murphy                                                         DIRECTOR                     MAY 19, 2000
  ------------------------------------------------------------
  JOHN R. MURPHY
  
  
   /s/ Esther T. Smith                                                        DIRECTOR                     MAY 19, 2000
  -------------------------------------------------------------
  ESTHER T. SMITH
  
  
   /s/ A. Carl von Sternberg                                                  DIRECTOR                     MAY 19, 2000
  -----------------------------------------------------------
  A. CARL VON STERNBERG
  
  
   /s/ Marc S. Wallace                                                        DIRECTOR                     MAY 19, 2000
  ------------------------------------------------------------
  MARC S. WALLACE
  </TABLE>
  
                                         -4-
  <PAGE>   5
                                    EXHIBIT INDEX
  
  <TABLE>
  <CAPTION>
  Exhibit No.                Title
  -----------                -----
  <S>                        <C>
      4.1                    1998 Equity Incentive Plan, as amended to date
  
      4.2                    1998 Non-Qualified Stock Option Plan, as amended to date
  
      5                      Opinion of Nutter, McClennen & Fish, LLP
  
     23.1                    Consent of Nutter, McClennen & Fish, LLP
                             (contained in Exhibit 5)
  
     23.2                    Consent of KPMG LLP
  
     23.3                    Consent of Friedman & Fuller, P.C.
  
     24                      Power of Attorney
                             (contained in the signature page to this Registration Statement)
  </TABLE>
  
  
                                         -5-
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "PROVANT, INC.", "secsgml_size_bytes": 13615}]
metadata_filer: {"company-data": {"conformed-name": "PROVANT INC", "cik": "0001054853", "assigned-sic": "8742", "irs-number": "043395167", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37472", "film-number": "640432"}, "business-address": {"street1": "67 BATTERYMARCH ST SUITE 600", "city": "BOSTON", "state": "MA", "zip": "02110", "phone": "6172611600"}, "mail-address": {"street1": "67 BATTERMARCH STREET SUITE 600", "city": "BOSTON", "state": "MA", "zip": "02110"}}
text: 1
        As filed with the Securities and Exchange Commission on May 19, 2000.
                                                       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
           --------------------------------------------------------------
           (State or other jurisdiction of incorporation or organization)
  
                                     04-3395167
                        -----------------------------------
                        (I.R.S. employer identification no.)
  
                 67 BATTERYMARCH STREET, SUITE 400, BOSTON, MA 02110
                ----------------------------------------------------
                      (Address of principal executive offices)
  
                                    -------------
  
                             1998 EQUITY INCENTIVE PLAN
  
                        1998 NON-QUALIFIED STOCK OPTION PLAN
  
                                (Full title of plan)
  
                                    -------------
  
          CURTIS M. UEHLEIN                        Copies of communications to:
            PROVANT, INC.                              JAMES E. DAWSON, ESQ.
  67 BATTERYMARCH STREET, SUITE 400                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
  Proposed
                                                                           maximum
  Title of each class of securities to be                               offering price         Proposed maximum        Amount of
              registered                      Amount being registered     per share      aggregate offering price   registration fee
  ---------------------------------------     -----------------------   --------------   ------------------------   ----------------
  Common Stock,                               1,250,000 Shares(1)             $6.55(2)        $8,190,065.35(2)        $2,162.18(2)
  $.01 par value per share                    1,000,000 Shares(1)              5.85(3)         5,852,167.98(3)         1,544.97(3)
                                                                                                                       --------
                                                                                                                      $3,707.15
  (1)      This Registration Statement covers 1,250,000 shares of Common Stock
           underlying awards that may be granted pursuant to the 1998 Equity
           Incentive Plan, as amended to date, and 1,000,000 shares of Common
           Stock underlying awards that may be granted pursuant to the 1998
           Non-Qualified Plan, as amended to date. 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 stock dividends, stock splits or other
           recapitalizations.
  
  (2)      Calculated based on the weighted average of (i) 50,000 shares of Common
           Stock issuable at a price of $8.00 per share, (ii) 10,000 shares of
           Common Stock issuable at a price of $6.906 per share, (iii) 10,000
           shares of Common Stock issuable at a price of $6.188 per share, (iv)
           132,679 shares of Common Stock issuable at a price of $18.875 per share
           and (v) 1,047,321 shares of Common Stock assumed to be issuable
           (pursuant to Rule 457(c) and (h) under the Securities Act) at a price
           of $4.9219 per share, 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 12, 2000.
  
  (3)      Calculated based on the weighted average of (i) 299,000 shares of
           Common Stock issuable at a price of $6.875 per share, (ii) 10,000
           shares of Common Stock issuable at a price of $6.906 per share, (iii)
           25,500 shares of Common Stock issuable at a price of $6.118 per share,
           (iv) 500 shares of Common Stock issuable at a price of $13.00 per
           share, (v) 3,750 shares of Common Stock issuable at a price of $23.656
           per share, (vi) 10,904 shares of Common Stock issuable at a price of
           $25.250 per share and (vii) 650,346 shares of Common Stock assumed to
           be issuable (pursuant to Rule 457(c) and (h) under the Securities Act)
           at a price of $4.9219 per share, 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 12, 2000.
  
  --------------------------------------------------------------------------------
  2
         In accordance with General Instruction E to Form S-8, the contents
          of the registrant's Registration Statement on Form S-8 (File No.
                    333-53473) relating to the registrant's 1998
             Equity Incentive Plan and the contents of the registrant's
             Registration Statement on Form S-8 (File Nos. 333-62109 and
          333-86379) relating to the registrant's 1998 Non-Qualified Stock
                   Option Plan (together, the "Prior Registration
                      Statements on Form S-8") are incorporated
                          by reference in this Registration
                                     Statement.
  
           In accordance with General Instruction E to Form S-8, the following
  information is not contained in the Prior Registration Statements on Form S-8:
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 8.  EXHIBITS.
  
           See the exhibit index immediately preceding the exhibits attached
  hereto.
  
                                         -2-
  3
                                     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 19th day of May 2000.
  
                                        PROVANT, INC.
  
                                        By: /s/ Curtis M. Uehlein
                                           ---------------------------------------
                                             Curtis M. Uehlein
                                             President and Chief Executive Officer
  
                                  POWER OF ATTORNEY
  
           Each person whose signature appears below on this Registration
  Statement hereby constitutes and appoints Dominic J. Puopolo, Rajiv Bhatt 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 and amendments thereto) 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.
  SIGNATURES                                             TITLE                          DATE
                        ----------                                             -----                          ----
  /s/ Curtis M. Uehlin                                                     PRESIDENT,                     MAY 19, 2000
  -----------------------------------------------------------   CHIEF EXECUTIVE OFFICER AND DIRECTOR
  CURTIS M. UEHLEIN
  
   /s/ Paul M. Verrochi                                                       DIRECTOR                     MAY 19, 2000
  -----------------------------------------------------------
  PAUL M. VERROCHI
  
   /s/ John H. Zenger                                                VICE CHAIRMAN AND DIRECTOR            MAY 19, 2000
  -----------------------------------------------------------
  JOHN H. ZENGER
  
   /s/ Dominic J. Puopolo                                            VICE CHAIRMAN AND DIRECTOR            MAY 19, 2000
  -----------------------------------------------------------
  DOMINIC J. PUOPOLO
  -3-
  4
  SIGNATURES                                             TITLE                          DATE
                        ----------                                             -----                          ----
  /s/ Rajiv Bhatt                                              EXECUTIVE VICE PRESIDENT, TREASURER,       MAY 19, 2000
  -----------------------------------------------------------       CHIEF FINANCIAL OFFICER AND
  RAJIV BHATT                                                         CHIEF ACCOUNTING OFFICER
  
   /s/ Herbert A. Cohen                                                       DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  HERBERT A. COHEN
  
   /s/ Michael J. Davies                                                      DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  MICHAEL J. DAVIES
  
   /s/ Bert Decker                                                            DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  BERT DECKER
  
   /s/ Paul C. Green                                                          DIRECTOR                     May 19, 2000
  -----------------------------------------------------------
  PAUL C. GREEN, PH.D.
  
                                                                              DIRECTOR
  -----------------------------------------------------------
  DAVID B. HAMMOND
  
   /s/ John R. Murphy                                                         DIRECTOR                     MAY 19, 2000
  ------------------------------------------------------------
  JOHN R. MURPHY
  
   /s/ Esther T. Smith                                                        DIRECTOR                     MAY 19, 2000
  -------------------------------------------------------------
  ESTHER T. SMITH
  
   /s/ A. Carl von Sternberg                                                  DIRECTOR                     MAY 19, 2000
  -----------------------------------------------------------
  A. CARL VON STERNBERG
  
   /s/ Marc S. Wallace                                                        DIRECTOR                     MAY 19, 2000
  ------------------------------------------------------------
  MARC S. WALLACE
  -4-
  5
                                    EXHIBIT INDEX
  Exhibit No.                Title
  -----------                -----
  4.1                    1998 Equity Incentive Plan, as amended to date
  
      4.2                    1998 Non-Qualified Stock Option Plan, as amended to date
  
      5                      Opinion of Nutter, McClennen & Fish, LLP
  
     23.1                    Consent of Nutter, McClennen & Fish, LLP
                             (contained in Exhibit 5)
  
     23.2                    Consent of KPMG LLP
  
     23.3                    Consent of Friedman & Fuller, P.C.
  
     24                      Power of Attorney
                             (contained in the signature page to this Registration Statement)
  -5-