UNITED STATES

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

~~May~~June 1725, 2012

Date of Report (Date of Earliest Event Reported)

Commission file number: 333-170100

OnCure Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 20-5211697 (I.R.S. Employer Identification Number)

188 Inverness Drive West, Suite 650

Englewood, Colorado 80112

(303) 643-6500

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Delaware		20-5211697
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

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

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

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

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

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

Item 1.~~01.~~02 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

OnThe ~~May 17,~~disclosure ~~2012,~~set ~~our~~forth ~~wholly-owned~~in ~~subsidiary,~~Item ~~Oncure Medical Corp~~5.,02(b) below oris ~~Oncure,~~hereby ~~entered~~incorporated into anthis ~~Amended~~Item ~~and Restated Management Services Agreement, or the 2012 MSA, with Integrated Oncology Network, LLC, or ICON, with an effective date of May~~ 1~~, 2012~~. ~~The~~02 ~~2012 MSA supersedes and replaces the Management Services Agreement, or the 2005 MSA, dated as of March 1, 2005~~ by ~~and among ICON, Oncure and two of our additional subsidiaries~~reference. ~~From October 7, 2011 until the present, the 2005 MSA was the subject of arbitration proceedings between the parties to the 2005 MSA.~~

~~The~~Item ~~2012~~5.02(b) ~~MSA~~Departure ~~expires on December 31, 2016 and shall be automatically extended for an additional five-year term unless one party provides notice to the other party not less than 180 days prior to the end~~ of ~~the~~Directors ~~current~~or ~~term~~Certain ~~that~~Officers; ~~such~~Election ~~party does not desire to extend the term~~ of ~~the~~Directors; ~~2012~~Appointment ~~MSA. If ICON elects to not extend the term~~ of ~~the~~Certain ~~2012~~Officers; ~~MSA~~Compensatory ~~for~~Arrangements ~~an additional five-year period, Oncure has the right to extend the term~~ of ~~the~~Certain ~~MSA for up to two additional years upon written notice and payment of an extension fee~~Officers.

~~Under~~On ~~the~~June 25, 2012 ~~MSA~~, weRussell ~~provide~~D. ~~ICON~~Phillips, Jr., ~~with~~the ~~management~~Executive ~~services~~Vice ~~similar~~President, toChief ~~those~~Compliance ~~provided~~Officer ~~under~~and ~~the~~General ~~2005~~Counsel ~~MSA~~of asOncure ~~well~~Medical asCorp. (the ~~MSAs~~“Company”), ~~with~~tendered ~~our~~his ~~other affiliated physician groups~~resignation. ~~Similar~~On ~~to most of our MSAs with our other affiliated physician groups~~June 26, ~~our management services revenue under the~~ 2012, ~~MSA includes compensation paid by ICON for expenses incurred by us in operating~~ the ~~facilities~~Company ~~subject~~accepted toMr. Phillips’ ~~the~~resignation. ~~2012~~The ~~MSA~~final ~~plus~~date aof ~~fee~~Mr. Philips’ ~~(tiered~~employment inwith the ~~case~~Company ofis ~~the~~expected ~~2012~~to ~~MSA)~~be ~~based~~ on ~~the~~or ~~earnings~~about ofJuly 25, ~~ICON at the facilities subject to the~~ 2012 ~~MSA~~.

WeAs ~~believe~~of the ~~2012~~termination ~~MSA~~date ~~and~~of ~~our~~Mr. Phillips’ ~~operations~~employment, ~~conducted~~the ~~thereunder~~Company’s ~~will~~Employment beAgreement ~~in material compliance~~ with ~~existing applicable laws such as those described in the “Risk Factors” Section~~Mr. ofPhillips, ~~our~~dated ~~Form~~August ~~10-K~~16, ~~for~~2006 ~~the~~and ~~year~~amended ~~ended~~as of December 3117, ~~2011. Nevertheless,~~2008 itand ~~is possible regulatory authorities or other parties could claim the 2012 MSA~~March 1, ~~or our other MSAs with affiliated physician groups~~2009, ~~are~~will illegal or unenforceable and we could be required to restructure such MSAs or other arrangements with our affiliated physician groups. This could result in lower revenue from such affiliated physician groupsterminate, and ~~increased expenses in~~ the ~~management~~Company ofwill ~~the~~have ~~facilities~~no ~~associated~~additional ~~with~~obligations ~~such~~to ~~affiliated physician groups~~Mr. ~~Any such restructuring could adversely affect our business. For the year ended December~~ ~~31,~~Phillips ~~2011, approximately 13% of our net revenue came from management fees we earned~~ under ~~the~~such ~~2005~~agreement ~~MSA.~~other Wethan ~~do not expect~~ the ~~terms~~payment ~~of the 2012 MSA~~ to ~~have~~Mr. Phillips aof ~~material~~any ~~adverse~~accrued ~~impact~~and onunpaid ~~Oncure’s~~compensation ~~net~~and ~~revenue~~benefits.

Oncure and ICON have agreed in the 2012 MSA to discharge and release each other (and respective affiliates) from any and all causes of action arising out of their obligations under the 2005 MSA. Oncure and ICON will file on or before May 23, 2012, a joint notice of voluntary dismissal with prejudice related to the 2005 MSA arbitration proceeding.2

The preceding description of the 2012 MSA is qualified in its entirety by the specific terms of the 2012 MSA, a copy of which will be filed by us as an exhibit to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.SIGNATURE

~~Item~~Pursuant ~~8.01.~~to ~~Other~~the ~~Events~~requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Concurrent with the execution of the 2012 MSA, we agreed to dismiss without prejudice the lawsuit we filed against Shyam B. Paryani, M.D., our former Chairman, in the Delaware Court of Chancery for alleged breaches of his fiduciary duties of loyalty to us.

Date: June 29, 2012

ONCURE HOLDINGS, INC.

By:	/s/ Timothy A. Peach
Name:	Timothy A. Peach
Title: Chief Financial Officer

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 22, 2012

ONCURE HOLDINGS, INC. By: /s/ Timothy A. Peach Name: Timothy A. Peach Title: Chief Financial Officer

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