SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 1999 TEXOIL, INC. (Exact name of small business issuer as specified in its charter) NEVADA 0-12633 88-0177083 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 110 Cypress Station Drive Suite 220 Houston, Texas 77090 (Address of principal executive offices) (281) 537-9920 (Issuer's telephone number) (NOT APPLICABLE) (Former name or former address, if changed since last report) ITEM 5. AMENDED ARTICLES OF INCORPORATION AND BYLAWS At the Annual Meeting of Shareholders held on November 8, 1999, the shareholders approved the adoption of the Amended and Restated Articles of Incorporation attached hereto as Exhibit 3.1 and the adoption of Amended and Restated Bylaws attached hereto as Exhibit 3.2. Further, the shareholders approved the issuance of the Series A Convertible Preferred Stock which was funded on November 10, 1999. The Certificate of Designation establishing Series A Convertible Preferred Stock is attached hereto as Exhibit 4.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit 3.1 - Amended and Restated Articles of Incorporation of Texoil, Inc. Exhibit 3.2 - Amended and Restated Bylaws of Texoil, Inc. Exhibit 4.1 - Certificate of Designation establishing Series A Convertible Prefered Stock of Texoil, Inc. - ---------------- SIGNATURES 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 thereunder duly authorized. DATE: NOVEMBER 15, 1999 TEXOIL, INC. By: /S/ FRANK A. LODZINSKI FRANK A. LODZINSKI President and Principal Financial Officer