MOST NOTEWORTHY: The energy & petroleum sector, BP PLC, BG Group, Check Point and ValueClick were today's noteworthy upgrades:

• Bernstein upgraded Talisman Energy Inc (NYSE: TLM) to Outperform from Market Perform on valuation and potential exploration success in Vietnam and raised Anadarko Petroleum Corporation (NYSE: APC), Devon Energy Corporation (NYSE: DVN) and EOG Resources Inc (NYSE: EOG) to Market Perform from Underperform on improving gas fundamentals.
• Bernstein also upgraded shares of BP PLC (NYSE: BP) and BG Group (NYSE: BRG) to Outperform from Market Perform.
• Check Point Software Technologies (NASDAQ: CHKP) was upgraded to Outperform from Market Perform at Friedman Billings, citing checks that indicate a strong product cycle for the company's beefed up VPN/firewall product portfolio.
• ValueClick (NASDAQ: VCLK) was upgraded at Citigroup to Buy from Hold on valuation, as they believe the recent correction provides a compelling entry point.

OTHER UPGRADES:

• Merrill Lynch upgraded shares of Alcoa Inc (NYSE: AA), Alumina Ltd (NYSE: AWC) and Century Aluminum Company (NASDAQ: CENX) to Buy from Neutral and shares of Southern Copper Corporation (NYSE: PCU) to Neutral from Sell.
• JP Morgan upgraded shares of Tempur Pedic International (NYSE: TPX) to Overweight from Neutral.
  
• Infineon Technologies (NYSE: IFX) was upgraded to Outperform from Neutral at Credit Suisse.

MOST NOTEWORTHY: Websense (WBSN), OSI Pharma (OSIP), Gap (GPS), Tiffany & Co (TIF) and Callaway Golf (ELY) were today's more noteworthy upgrades:

• Jefferies upgraded Websense (NASDAQ: WBSN) to Hold from Underperform to reflect the strong recent results from SurfControl as well as the possibility for 2H software seasonality.

• Lehman upgraded shares of OSI Pharma (NASDAQ: OSIP) to Overweight from Underweight on valuation as well as expectations for price increases and growth in Europe.

• Susquehanna upgraded shares of Gap (NYSE: GPS) to Positive from Neutral citing management's ability to control costs & manage inventories, share buybacks, and streamlining of organizational structure.
  

• Tiffany & Co (NYSE: TIF) was upgrade to Accumulate from Neutral at Buckingham based on valuation and strong worldwide luxury trends outside of Japan.

• Matrix upgraded shares of Callaway Golf (NYSE: ELY) to Strong Buy from Hold to reflect positive fundamentals and the recent share weakness...

OTHER UPGRADES:

• Valueclick (NASDAQ: VCLK) was upgraded to Buy from Hold at Needham.

• WestLB raised Swisscom (NYSE: SCM) to Add from Hold and Ericsson (NASDAQ: ERIC) to Buy from Hold.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: Nordstrom (JWN), Monster Worldwide (MNST), Lockheed Martin (LMT) and the U.S. Financials markets were today's noteworthy upgrades:

• Piper upgraded shares of Nordstrom (NYSE: JWN) to Outperform from Market Perform, citing valuation, and expects the company to have an upbeat tone on Thursday's quarterly report.

• Wachovia upgraded shares of Monster Worldwide (NASDAQ: MNST) to Outperform from Market Perform based on valuation and strength in its international business. The firm believes North American weakness is largely confined to the e-commerce channel while enterprise growth is ongoing and international business remains strong.

• Banc of America upgraded Lockheed Martin (NYSE: LMT) to Buy from Neutral on valuation.

• Deutsche Bank upgraded JP Morgan (NYSE: JPM) to Buy from Hold and U.S. Bancorp (NYSE: USB) & Comerica (NYSE: CMA) to Hold from Sell. The firm said JPMorgan's financial conglomerate structure gives it strength to gain share in times of stress. U.S. Bancorp was upgraded based on valuation and okay credit quality. Comerica was upgraded based on valuation and upcoming HQ move to Texas, which could make it a takeover target...

OTHER UPGRADES:

• JP Morgan upgraded Valueclick (NASDAQ: VCLK) to Overweight from Neutral.

• Bear Stearns upgraded BEA Systems (NASDAQ: BEAS) to Outperform from Peer Perform.

• Stifel raised Career Education (NASDAQ: CECO) to Buy from Hold.

• CL King upgraded Gap (NYSE: GPS) to Strong Buy from Neutral.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

Accoona is a bit of an eclectic company (and I have no clue what the company name means). There are three different online business segments: ExchangePlace (allows for bidding on product and service offerings for consumers); an artificial intelligence search engine (which is in the US, Europe and China); and six retail websites.

Now, the company has filed to go public.

In a way, Accoona is like a conglomerate – something like ValueClick Inc. (NASDAQ: VCLK). Although, in light of the recent M&A activity, companies like Google (NASDAQ: GOOG) have the same feel.

Although it looks like a big priority at Accoona is the China market. To this end, the company has an alliance with the China Daily Information Company (which owns 6.9% of Accoona's outstanding shares).

From 2005 to 2006, Accoona's revenues have gone from $77.9 million to $149.2 million. And in Q1 of this year, revenues were $37.5 million. But the company is still losing money.

The lead underwriter on the deal is boutique investment bank Maxim Group and the proposed ticker is "ACNA."

The prospectus is on the SEC website. Also, if you want to check out more recent IPO filings, click here.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

MOST NOTEWORTHY: British Airways (BAIRY), Symantec (SYMC), OfficeMax (OMX), Qwest (Q) and Metlife (MET) were today's noteworthy upgrades:

• ABN Amro upgraded British Airways (OTC: BAIRY) to Hold from Sell on valuation.

• Friedman Billings believes Symantec's (NASDAQ: SYMC) fundamentals are about to show significant improvement over the next year and upgraded shares to Outperform from Market Perform.

• JP Morgan raised OfficeMax (NYSE: OMX) shares to Overweight from Neutral on valuation.

• Qwest (NYSE: Q) was upgraded to Sector Outperformer from Sector Performer, expecting revenue growth to be driven by the improving enterprise business. JP Morgan added Qwest to its Focus List.
  

• Metlife (NYSE: MET) was upgraded to Buy from Neutral at Merrill, based on valuation...
  

OTHER UPGRADES:

• ValueClick (NASDAQ: VCLK) was upgraded to Sector Perform from Underperform at Pacific Crest.

• Penn West (NYSE: PWE) was upgraded to Sector Perform from Underperform at RBC Capital.

• Friedman Billings upgraded Cubic (AMEX: CUB) to Market Perform from Underperform.

• Morgan Stanley upgraded shares of Jones Apparel (NYSE: JNY) to Equal Weight from Underweight.

• Broadcom (NASDAQ: BRCM) was raised to Sector Outperformer from Sector Performer at CIBC.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: Pearson (PSO), Verizon Communications (VZ), Ship Finance (SFL) and ValueClick (VCLK) were today's noteworthy upgrades:

• Pearson (NYSE: PSO) was upgraded to Equal Weight from Underweight at Lehman to reflect the better than expected interim results and an improved competitive landscape in the core education market. Shares were also raised to Hold from Sell at Societe General and to Buy from Neutral at Merrill, based on valuation.

• UBS upgraded Verizon Communications (NYSE: VZ) to Buy from Neutral to reflect the company's improving fundamental outlook which they feel should drive a premium to the market multiple.

• JP Morgan believes Ship Finance (NYSE: SFL) has better near-term growth prospects and a better valuation relative to Double Hull, and upgraded shares to Overweight from Neutral.

• Pacific Growth upgraded Valueclick (NASDAQ: VCLK) to Neutral from Sell as they believe risks associated with its incentive business are reflected in its new guidance and valuation. Craig-Hallumm Capital also upgraded Valueckick to Buy from Accumulate...
  

OTHER UPGRADES:

• Bear Stearns upgraded Gannett (NYSE: GCI) to Outperform from Peer Perform.

• Caris upgraded Sun Microsystems (NASDAQ: SUNW) to Above Average from Average.

• Coldwater Creek (NASDAQ: CWTR) was upgraded to Market Weight from Underweight at Thomas Weisel.

• UBS added Bank of America (NYSE: BAC) to its Strategic Stock List.

• Buckingham upgraded Urban Outfitters (NASDAQ: URBN) to Strong Buy from Accumulate.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: American Home Mortgage (AHM), Biogen Idec (BIIB), Bebe Stores (BEBE), Ingersoll-Rand (IR) and SK Telecom (SKM) were today's more noteworthy downgrades:

• RBC Capital cut American Home Mortgage (NYSE: AHM) to Sector Perform from Outperform citing the deterioration in the global debt markets for the downgrade.

• Morgan Stanley downgraded shares of Biogen Idec (NASDAQ: BIIB) to Underweight from Equal Weight citing risk to Rituxan growth.

• Merriman downgraded Bebe Stores (NASDAQ: BEBE) to Neutral from Buy as they believe new fall merchandise is not performing well enough to improve sales trends.

• Robert W. Baird downgraded shares of Ingersoll-Rand (NYSE: IR) to Neutral from Outperform citing higher risk premium due to the IRS challenge and tighter credit markets that could impact the Bobcat divestiture.

OTHER DOWNGRADES:

• Children's Place (NASDAQ: PLCE) was cut to Neutral from Positive at Susquehanna.

• Thomas Weisel downgraded LoopNet (NASDAQ: LOOP) to Market Weight from Overweight.

• ThinkEquity cut Kyphon (NASDAQ: KYPH) to Accumulate from Buy.

• Needham downgraded QLogic (NASDAQ: QLGC) to Hold from Buy.

• JMP Securities downgraded ValueClick (NASDAQ: VCLK) to Market Perform from Outperform.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required)

This week, a startup company -- adap.tv -- raised $10 million from Redpoint Ventures and Gemini Israel Funds.

The company is trying to get a piece of the growing ad market for video. Hey, with the huge success of Google's (NASDAQ: GOOG) YouTube, it seems like a pretty good idea, right?

The founder of the company, Amir Ashkenazi, does have a lot of credibility. After all, he's the former cofounder of Shopping.com, which sold out to eBay (NASDAQ: EBAY).

But does his new venture really have a chance? I talked to Chase Norlin, who is the CEO of Pixsy, which is a search engine for multimedia. According to him:

"Adap.tv looks a lot like ScanScout, and a variety of other startups looking to become the next 'Adsense for Video.' That space is starting to feel a little crowded to me, not to mention the fact that Google hasn't even entered this market yet. Also, expect the major ad networks and online advertising companies to offer competitive products here as well. I'm sure adap.tv's technology is interesting, but that's not what matters in the online ad space. What matters is publisher reach and a large pool of advertisers to provide solid monetization. That's why companies like ValueClick continue to get stronger despite their non-groundbreaking technology: their advertiser and publisher pool continues to grow and the bigger they get the harder they become to displace."

And, to see more recent venture capital deals, click here.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.

MOST NOTEWORTHY: Google (GOOG), Yahoo! (YHOO), Apple (AAPL), Cash Systems (CKNN) and Citrix (CTXS) were today's noteworthy initiations:

• Oppenheimer believes Google Inc (NASDAQ: GOOG) is the largest beneficiary of the secular growth trends in Internet advertising and transitioned coverage with a Buy rating and $625 target.

• Oppenheimer also believes the current price of Yahoo! (NASDAQ: YHOO) is an attractive entry point given the company's number one position in display advertising and the recent successful launch of Panama. The firm transitioned coverage of Yahoo! with a Buy rating and $34 target.

• RBC Capital sees continued upside for Apple Inc (NASDAQ: AAPL) based on achieving its 10M goal for iPhone, upside from Mac momentum and maintaining iPod/iTunes dominance helped by new products, and started shares with an Outperform rating and $160 target.

• Merriman believes Cash Systems (NASDAQ: CKNN) is positioned to gain meaningful share in the casino cash access industry through the near-term introduction of powercash and started shares with a Buy rating.

• Friedman Billings believes Citrix's (NASDAQ: CTXS) latest Presentation Server product release has some near-term risk given raised prices and initiated shares with a Market Perform rating and $35 target...

OTHER INITIATIONS:

• ValueClick (NASDAQ: VCLK) was initiated at Oppenheimer with a Buy rating.

• Lehman started Chipotle Mexican Grill (NYSE: CMG) with an Equal Weight rating and $82 target.

• JP Morgan initiated Smith Micro Software (NASDAQ: SMSI) with an Overweight rating.

• First Albany initiated coverage of dELiA's (NASDAQ: DLIA) with a Neutral rating.

• Banc of America initiated coverage of Jefferies Group (NYSE: JEF) with a Buy rating and $34 target.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

Word on the Street is that Yahoo! Inc (NASDAQ: YHOO) CEO Terry Semel is considering resigning from the Internet giant. Rumors are swirling that if Semel resigns, potentially within the next six months, co-founder Jerry Yang will take his place as CEO and Sue Decker will become the company's president.

Last week, the Associated Press reported that angry shareholders have been looking to oust Semel for some time. One shareholder, the article noted, said he believes the company "is drifting" and "its problems ultimately lie at Terry's feet. The feeling among shareholders is widespread." The fact that rival Google Inc (NASDAQ: GOOG) has seen its shares increase nearly six-fold since going public, while Yahoo!'s stock fell 4%, has had shareholders calling for Semel's head on a plate; Google's stock has risen about 30% over the past year, while Yahoo!'s is down 10%.

Shareholders believe that Yahoo!'s younger rival is dominant in the search advertising field, partly because of its acquisitions of DoubleClick and YouTube, while Yahoo! is contending with the resignation of CTO Farzad Nazem (Jerry Yang is serving as the company's interim CTO).

Then there's the issue of Panama, which some claim to be a "Google-wannabe." Back in January, the Wall Street Journal reported some users saying that an upgrade to the online-ad system is a "hassle." Currently, Yahoo! trails behind both Google and Microsoft Corporation (NASDAQ: MSFT) in the ad-search field, and with many disappointed in Panama, investors can only hope that a new CEO, someone with "fresh eyes," would be able to make an acquisition -- online advertising company ValueClick Inc (NASDAQ: VCLK), perhaps? -- to fill in the gap.

Let's say Semel resigned and Yang took his place. Many analysts feel that this would be a positive move for the company; RBC Capital, for one, believes that shares of Yahoo! could go up $1-$2 should Semel resign. Under new management, the firm said, the company could be open to new ideas that Semel had previously rejected.

While there has been speculation the company would be put up for sale under the direction of Semel, perhaps an intense restructuring under a new leader would be what the company needs to get back on track.

Guitar Center (NASDAQ: GTRC) implied volatility flat as GTRC rallies on Speculation.

GTRC, a retailer of guitars, amplifiers, percussions instruments, keyboards, and pro-audio and recording equipment, is recently up $3.75 to $51.26. Chatter is circulating GTRC has hired an investment bank to explore strategic alternatives. GTRC has a market cap of $1.4 billion with long-term debt of $1 million. GTRC June option implied volatility of 33 is near its 26-week average according to Track Data, suggesting non-directional risk.

ValueClick (NASDAQ-VCLK) volatility up on expectations of continued consolidation in sector.

VCLK, an online marketing services company, is recently up 0.44 to $33.12. Investors have been speculating VCLK could be acquired due to the recent M&A deals in the sector. VCLK June option implied volatility of 61 is above its 26-week average of 41 according to Track Data, suggesting larger risks.

Option volume leaders today are: Qualcomm (NASDAQ: QCOM), Verizon (NYSE: VZ) and Wal-Mart (NYSE: WMT).

Daily Option Update is provided by Stock Options Specialist Paul Foster of theflyonthewall.com.

MOST NOTEWORTHY: The more noteworthy downgrades today came from Calyon, which cut five companies in the oil services and equipment sector:

• Calyon is taking a more cautious stance due to valuations in the sector. The firm believes strong fundamentals are now reflected in share prices. As such, Calyon downgraded Global Industries, Ltd (NASDAQ: GLBL), Ensco International Inc (NYSE: ESV), Transocean Inc (NYSE: RIG) and Schlumberger Ltd (NYSE: SLB) to Add from Neutral and downgraded Gerber Scientific, Inc (NYSE: GRB) to Neutral from Add...

OTHER DOWNGRADES:

• Piper Jaffray cut ValueClick, Inc (NASDAQ: VCLK) to Market Perform from Outperform.

• UBS cut Lyondell Chemical Co (NYSE: LYO) and IndyMac Bancorp, Inc (NYSE: IMB) to Neutral from Buy.

• Goldman downgraded Worthington Industries, Inc (NYSE: WOR) to Sell from Neutral.

• Matrix USA cut Allergan, Inc (NYSE: AGN) to Sell from Hold and Fifth Third Bancorp (NASDAQ: FITB) was downgraded to Underperform from Market Perform at Keefe Bruyette.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: AutoZone, Inc (AZO), Blue Nile, Inc (NILE), MetLife, Inc (MET), Analog Devices, Inc (ADI) and Advanced Micro Devices (AMD) topped out today's list of noteworthy downgrades:

• Citigroup cut AutoZone (NYSE: AZO) to Hold from Buy with a $145 target based on valuation.Gabelli also downgraded shares of AutoZone to Hold from Buy.

• Lehman downgraded shares of Blue Nile (NASDAQ: NILE) to Equal Weight from Overweight, citing valuation and competitive concerns from Amazon.com (AMZN), which may look to strengthen their position in the diamond engagement market.

• MetLife (NYSE: MET) was cut to Neutral from Buy on valuation.

• Analog Devices Inc (NYSE: ADI) was cut by Credit Suisse and JP Morgan to Neutral from Outperform, by Sanders Morris to Neutral from Buy and by Merrill Lynch to Sell from Neutral after the company reported weak Q2 results.

• Matrix downgraded Advanced Micro Devices (NYSE: AMD) to Strong Sell from Hold based on the loss of market share to Intel Corp's (INTC) new products...

OTHER DOWNGRADES:

• Lehman cut Xcel Energy Inc (NYSE: XEL) and Pinnacle West Capital Corp (NYSE: PNW) to Underweight from Equal-Weight.

• Bernstein downgraded Chevron Corp (NYSE: CVX) to Market Perform from Outperform.

• Credit Suisse downgraded ValueClick, Inc (NASDAQ: VCLK) to Neutral from Outperform.

• Bear Stearns cut CNOOC Ltd (NYSE: CEO) to Peer Perform from Outperform.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

I have been involved in the investment industry for almost 29 years. The first 13 I spent with Dean Witter Reynolds (now Morgan Stanley (NYSE: MS)) and the last 16 years as a senior partner with two investment banking-research boutique firms. I have worked with over 150 stock research analysts just on the sell-side and another 200 plus on the buy side. Categorically, the title research analyst does not make an analyst a rocket scientist. There are a few myths that need to be explored and more importantly, explained.

There are two and only two types of analysts in the stock research world. 1) those that "get it" and are ahead of their particular industry and can pretty accurately predict what is "going to happen" within the sector they follow, and 2) analysts that are strictly reporters of the news affecting their sectors and do not think outside the box.

Case in point: Stewart Barry of ThinkEquity Partners (my alma mater) has been absolutely brilliant in the internet services sector. Forward thinking, cutting edge research and the ability to separate the news from the noise. Stewart nailed the strong possibilities of Aquantive (NASDAQ: AQNT) and 24/7 Real Media (NASDAQ: TFSM) being acquired. Both are getting acquired. What Stewart nailed wasn't the rumor mill about these two -- he was dead-right on the fundamental issues affecting Microsoft (NASDAQ: MSFT) and Google (NASDAQ: GOOG) and how AQNT, TFSM, and DoubleClick could fill those needs. Stewart Barry is an all-star analyst because he is ahead of the curve and ahead of his peer group. Stewart has reiterated his buy rating on ValueClick (NASDAQ: VCLK) not because it may be acquired, but because the basic fundamentals are superior and the company's growth rate is accelerating.

Today (around 1 p.m.) ValueClick's (NASDAQ: VCLK) stock is up a healthy 15% to $34.50. Back in January, the stock was trading at about $23.

Of course, the betting is that this online advertising operator will get scooped up like its peers, such as aQuantive (NASDAQ: AQNT), 24/7 Real Media (NASDAQ: TFSM), and DoubleClick. Hey, why not?

The problem is that the mega cap internet players such as Microsoft (NASDAQ: MSFT), Yahoo (NASDAQ: YHOO) and Google (NASDAQ: GOOG) have already made deals in the space. Instead, the suitors that are left can't really muster the premium pricing. These companies include the likes of IAC/InterActieCorp (NASDAQ: IACI) and Time Warner (NYSE: TWX).

While Microsoft or Google may want to bulk up even more, the fact remains that this is pure speculation. In fact, ValueClick is a hodge-podge of different sites and is more a technology play. It's like 24/7 Real Media, which didn't snag a big premium on its deal.

So, as always, investors need to be very careful on this one.

Tom Taulli is the author of various books, including the Complete M&A Handbook and the EDGAR-Online Guide to Decoding Financial Statements.