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): June 16, 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)
<PAGE>
ITEM 5 OTHER EVENTS
REVERSE STOCK SPLIT
On June 16, 1999, Texoil, Inc. announced that it will immediately undertake a
series of actions to effect a net 1-for-6 reverse stock split of its common
stock. The reverse split will become effective June 25, 1999. The reverse split
will result in outstanding stock being reduced to approximately 6.7 million
shares. Fractional shares of less than 1/10th will be redeemed at $0.62 per
share. Fractional shares of more than 1/10th will be rounded up so that on the
forward split holders of fractional shares will receive 100 whole shares for any
fraction. The record date for fractional shares is June 16, 1999 and the record
date for the reverse split is June 25, 1999. Details of the combined 1 for 600
reverse split and 100 for 1 forward split are described in the Certificates of
Amendment attached as Exhibits to this filing. Texoil anticipates that this
reverse split will permit it to continue to be listed on the NASDAQ Small Cap
Market.
This Form 8-K contains forward-looking statements within the meaning of Section
27A of The Securities Act of 1933 and Section 21E of The Securities Act of 1934.
Texoil believes that its expectations are based on reasonable business
assumptions, however, no assurance can be given that the Company's goals will be
achieved.
(C)EXHIBITS
3.1 Certificate Changing Number of Shares Pursuant to Nevada Revised
Statues, Section 78.209 (Effective at close of trading June 25, 1999)
3.2 Certificate Changing Number of Shares Pursuant to Nevada Revised
Statues, Section 78.209 (Effective one hour after the close of trading June 25,
1999)
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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: June 21, 1999 TEXOIL, INC.
By: /s/ FRANK A. LODZINSKI
FRANK A. LODZINSKI
President and
Principal Financial Officer
EXHIBIT 3.1
CERTIFICATE CHANGING NUMBER OF SHARES PURSUANT TO NRS SS. 78.209
1. The name of the corporation is Texoil, Inc. (the "CORPORATION").
2. The Board of Directors of the Corporation has adopted resolutions
effecting a reverse stock split and submits this Certificate pursuant
to NRS ss. 78.209 of the Nevada General Corporation Law.
3. Prior to the Effective Date, the Corporation has the authority to issue
60,000,000 shares of common stock, par value $.01, and 10,000,000
shares of preferred stock, par value $.01.
4. After the Effective Date, the Corporation shall have the authority to
issue 100,000 shares of common stock, par value $6.00, and 16,667
shares of preferred stock, par value $6.00.
5. The record date for the stockholders of record of the Corporation
entitled to participate in the reverse stock split is the close of
trading on June 25, 1999 (the "REVERSE SPLIT RECORD DATE"). The
effective date and time of this Certificate Changing the Number of
Shares Pursuant to NRS ss. 78.209 is the close of trading on June 25,
1999 (the "EFFECTIVE DATE"). Upon the Effective Date and without any
further action on the part of the Corporation or its stockholders, each
Six Hundred (600) shares of common stock, $.01 par value, issued and
outstanding (the "OLD COMMON STOCK"), shall automatically and without
any action on the part of the holder thereof be reclassified as and
changed into One (1) share of common stock, $6.00 par value (the "NEW
COMMON STOCK"). Fractional shares resulting from the reverse stock
split shall be treated as in Paragraph 6 below.
6. Fractional shares resulting from the reverse stock split will be
treated as follows:
(i) Fractional shares will be issued to those owners who own at
least One (1) whole share of the New Common Stock. More than
99% of the outstanding shares will receive this treatment;
(ii) Owners of less than One (1) whole share, but at least a One
Tenth (1/10) fractional share of the New Common Stock, shall be
issued One (1) whole share of the New Common Stock in lieu of
any fractional share. Such adjustment shall be made for those
stockholders who are owners of the Old Common Stock as of the
date of the filing of this Certificate with the Secretary of
State of the State of Nevada at the close of trading (the
"ROUND UP RECORD DATE"). Less than .01% of the outstanding
shares will receive this treatment;
(iii) Owners of less than a One Tenth (1/10) fractional share of the
New Common Stock shall be entitled to receive a cash payment
(the "CASH REDEMPTION") from the Corporation in redemption of
their fractional shares pursuant to ss.78.205(2)(a)(2) of the
Nevada General Corporation Law at a price equal to $.62 per
whole share of the Old Common Stock. Approximately .02% of the
outstanding shares will receive this treatment.
<PAGE>
7. Holders of certificates of Old Common Stock shall be entitled to
receive, upon surrender of their Old Certificates to the Secretary of
the Corporation or its designated agent by September 30, 1999 (the
"CANCELLATION DATE"), for cancellation, a certificate or certificates
representing the number of whole shares, or fractions thereof, of the
New Common Stock into which and for which the shares of Old Common
Stock are converted under the terms hereof or may hereafter be
converted, OR the Cash Redemption.
8. From and after the Effective Date, the Old Certificates will represent
only the right to receive the number of whole shares of the
Corporation's New Common Stock into which the Old Certificates may be
converted pursuant to the terms hereof, and further subject to any
conversion which may hereafter be made to the New Common Stock, OR the
Cash Redemption. Any holders of the Old Common Stock that have not
submitted their Old Certificates by the Cancellation Date will forfeit
any rights to the number of shares of New Common Stock or any shares
into which they may be hereafter converted, OR the Cash Redemption and
the Old Certificates shall be null and void without any further action
of the Corporation.
9. No stockholder approval was required for this change pursuant to NRS
ss. 78.207 of the Nevada General Corporation Law or under the Articles
of Incorporation of the Corporation, as amended.
IN WITNESS WHEREOF, the Corporation has caused this Certificate Changing
Number of Shares Pursuant to NRS ss. 78.209 to be executed by Frank A.
Lodzinski, its President and Jerry M. Crews, its Secretary, this 15th day of
June, 1999.
TEXOIL, INC.
/s/ FRANK A. LODZINSKI
Frank A. Lodzinski, President
ATTEST:
/s/ JERRY M. CREWS
Jerry M. Crews, Secretary
<PAGE>
STATE OF TEXAS)
COUNTY OF HARRIS)
The foregoing instrument was acknowledged before me, on the15th day of
June, 1999, by Frank A. Lodzinski, President, and Jerry M. Crews, Secretary, of
Texoil, Inc., a Nevada corporation, on behalf of the corporation.
/s/ SUSAN CAROL CLEVELAND
Notary Public in and for
The State of Texas
EXHIBIT 3.2
CERTIFICATE CHANGING NUMBER OF SHARES PURSUANT TO NRS SS. 78.209
1. The name of the corporation is Texoil, Inc. (the "CORPORATION").
2. The Board of Directors of the Corporation has adopted resolutions
effecting a forward stock split and submits this Certificate pursuant
to NRS ss. 78.209 of the Nevada General Corporation Law.
3. Prior to the Effective Date, the Corporation has the authority to issue
100,000 shares of common stock, par value $6.00, and 16,667 shares of
preferred stock, par value $6.00.
4. After the Effective Date, the Corporation shall have authority to issue
25,000,000 shares of common stock, par value $.01, and 5,000,000 shares
of preferred stock, $.01 par value
5. The record date for the stockholders of record of the Corporation
entitled to participate in the forward stock split is one hour after
the close of trading on June 25, 1999 (the "FORWARD SPLIT RECORD
DATE"). The effective date and time of this Certificate Changing the
Number of Shares Pursuant to NRS ss. 78.209 is one hour after the close
of trading on June 25, 1999 (the "EFFECTIVE DATE"). Upon the Effective
Date and without any further action on the part of the Corporation or
its stockholders, each One (1) share of common stock, $6.00 par value,
issued and outstanding immediately prior to the Effective Date, shall
automatically and without any action on the part of the holder thereof
be reclassified as and changed into One Hundred (100) shares of common
stock, $.01 par value, (the "FORWARD SPLIT COMMON STOCK").
6. Holders of certificates, or the rights to receive certificates
(including rights represented by prior certificates entitled to be
surrendered for exchange into such certificates), which on the Forward
Split Record Date represented outstanding shares and fractions thereof
of the common stock, or the rights thereto, of the Corporation
subsequent to the reverse split effected on June 25, 1999 (the "REVERSE
SPLIT SHARES") shall be entitled to receive, upon surrender of the
Reverse Split Shares or former certificates which represent Reverse
Split Shares to the Secretary of the Corporation, or its designated
agent, by September 30, 1999 (the "CANCELLATION DATE"), for
cancellation, a certificate or certificates representing the number of
whole shares of the Forward Split Common Stock (the "NEW CERTIFICATES")
into which and for which the Reverse Split Shares are reclassified
under the terms hereof. From and after the Effective Date, the Reverse
Split Shares represent only the right to receive the New Certificates
pursuant to the provisions hereof. Any holders of the Reverse Split
Shares who have not submitted the Reverse Split Shares by the
Cancellation Date will forfeit any rights to the Forward Split Common
Stock and the New Certificates and the Reverse Split Shares shall be
null and void without any further action of the Corporation.
7. No stockholder approval was required for this change pursuant to NRS
ss. 78.207 of the Nevada General Corporation Law or under the Articles
of Incorporation of the Corporation, as amended.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Certificate Changing
Number of Shares Pursuant to NRS ss. 78.209 to be executed by Frank A.
Lodzinski, its President and Jerry M. Crews, its Secretary, this 15th day of
June, 1999.
TEXOIL, INC.
/s/ FRANK A. LODZINSKI
Frank A. Lodzinski, President
ATTEST:
/s/ JERRY M. CREWS
Jerry M. Crews, Secretary
STATE OF TEXAS)
COUNTY OF HARRIS)
The foregoing instrument was acknowledged before me, on the 15th day of
June, 1999, by Frank A. Lodzinski, President, and Jerry M. Crews, Secretary, of
Texoil, Inc., a Nevada corporation, on behalf of the corporation.
/s/ SUSAN CAROL CLEVELAND
Notary Public in and for
The State of Texas
