UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) – ~~April~~July 2610, 2006

US Oncology Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

20-0873619

(State or other jurisdiction of

incorporation or organization)

Commission file number

(I.R.S. Employer

Identification No.)

16825 Northchase Drive, Suite 1300

Houston, Texas 77060

(Address of principal executive offices including zip code)

(832) 601-8766

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5 1.0201. ~~Election~~Entry ofinto ~~Directors~~a Material Definitive Agreement

~~(d)~~On ~~Effective April~~July 2610, 2006, R.the ~~Steven~~credit ~~Paulson,~~agreement ~~M.D.~~among ~~was elected to serve as a director of the~~ US Oncology Holdings, Inc. ~~(“Holdings~~,” ~~and~~US ~~together with its subsidiaries~~Oncology, ~~the~~Inc. (“~~Company~~US Oncology”), ~~by written~~the ~~consent~~lenders ofparty athereto ~~majority~~and ofJPMorgan ~~stockholders~~Chase Bank, ~~of Holdings~~N. DrA. ~~Paulson~~ ~~was~~as ~~also~~Administrative ~~elected~~Agent asand ofCollateral ~~such~~Agent, ~~date~~Wachovia toBank, ~~serve~~National Association, as aSyndication ~~director~~Agent, ofand ~~Holdings’~~Citicorp ~~wholly-owned~~North ~~subsidiary~~America, ~~US Oncology,~~ Inc., ~~Dr. Paulson~~as isDocumentation aAgent, ~~practicing~~governing ~~physician~~US ~~with Texas~~ Oncology,’s ~~P.A.~~senior secured credit facility (as amended, the “~~TOPA~~Agreement”) was amended to, ~~and~~among ~~has~~other ~~served~~things, asprovide ~~TOPA’s~~for ~~president~~an ~~and~~additional ~~chairman~~term loan of ~~its~~$100,000,000 ~~board~~to ofUS ~~directors~~Oncology ~~since~~(the ~~2000~~“2006 term loan”).

The ~~Company and~~2006 ~~TOPA~~term ~~are~~loan ~~parties~~bears tointerest at a ~~service~~rate ~~agreement~~equal ~~pursuant~~ to ~~which~~a ~~the~~rate ~~Company~~based ~~provides~~on ~~TOPA~~the ~~with~~London ~~facilities,~~Interbank ~~equipment,~~Offered ~~non-physician personnel~~Rate, ~~and~~based ~~administrative,~~on ~~management~~a ~~and~~defined ~~non-medical~~formula. ~~advisory~~Interest ~~services,~~is aspayable ~~well as services relating to the purchasing and administering of supplies~~semi-annually. ~~The~~US ~~service~~Oncology ~~fee under the TOPA service agreement~~ is ~~equal~~required to ~~33.5%~~make ofquarterly ~~the~~principal ~~earnings~~payments ~~(professional~~of ~~and research revenues earned by~~ the ~~affiliated practice less direct expenses) of that practice before interest~~2006 ~~and~~term ~~taxes~~loan ~~(“Earnings”)~~beginning ~~plus~~June 30, ~~direct~~2007 ~~expenses~~in of the ~~related~~amounts ~~practice locations, subject to adjustments~~ set forth ~~therein.~~in ~~Direct~~the ~~expenses include rent~~amendment, ~~depreciation,~~with ~~amortization,~~the ~~and~~final ~~provision~~payment ~~for~~due ~~uncollectible~~at ~~accounts,~~maturity ~~salaries,~~on ~~and benefits of non-physician employees~~August 20, ~~medical supply expense, and pharmaceuticals~~2011. ~~During 2005, TOPA paid the Company $637.9 million in management fees, including $552.0 million in reimbursement of expenses.~~

As disclosed under Item 7 in US Oncology’s Annual Report on Form 10-K for the year ended December 31, 2005, under the Agreement, US Oncology is required to comply with affirmative and negative covenants, including the maintenance of certain financial ratios, restrictions on sales, leases or other dispositions of property, restrictions on other indebtedness, prohibitions on the payment of dividends and other customary restrictions. Events of default under the Agreement include cross-defaults to all material indebtedness, including US Oncology’s revolving credit facility borrowings, term loans and unsecured notes. Substantially all of US Oncology’s assets, including certain real property, are pledged as security of outstanding borrowings under the Agreement.

A copy of the amendment is attached hereto as Exhibit 10.1.

ITEM 9.01. Financial Statements and Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K:


10.1		Incremental Facility Amendment and Amendment No. 3 dated as of November 15, 2005, to the Credit Agreement Dated as of August 20, 2004, as Amended as of March 17, 2005 and November 15, 2005, among US Oncology Holdings, Inc., a Delaware corporation, US Oncology, Inc., a Delaware Corporation, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Wachovia Bank, National Association, as Syndication Agent, and Citicorp North America, Inc., as Documentation Agent.

99.1		Press Release Dated July 13, 2006

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.

Dated: ~~April~~July 2613, 2006

US ONCOLOGY HOLDINGS, INC. By: /s/ Phillip H. Watts Name: Phillip H. Watts Title: Vice President - General Counsel

Filing Compare · US Oncology Holdings, Inc.