MOST NOTEWORTHY: Motorola (MOT), SanDisk (SNDK), Time Warner (TWX), Schering-Plough (SGP), GlaxoSmithKline (GSK) and Openwave Systems (OPWV) were some of today's noteworthy upgrades:

• Deutsche Bank believes the worst is over for Motorola (NYSE: MOT) and expects an improvement in growth over the next several quarters, upgrading shares to Buy from Hold.

• CIBC upgraded shares of SanDisk (NASDAQ: SNDK) to Sector Outperformer from Sector Performer following checks that indicate NAND supply is being allocated, visibility is improving, and SanDisk positioning is strengthening.

• Pali Capital raised Time Warner (NYSE: TWX) shares to Buy from Neutral as they believe the "valuation has become too attractive to ignore."

• JP Morgan upgraded Schering-Plough (NYSE: SGP) and GlaxoSmithKline (NYSE: GSK) to Neutral from Underweight based on valuation.

• CIBC upgraded Openwave Systems (NASDAQ: OPWV) to Sector Performer from Sector Underperformer believing the Street's expectations are now in line with expectations, limiting downside potential at these levels...

OTHER UPGRADES:

• Merrill upgraded BT Group (NYSE: BT) to Buy from Sell.

• JP Morgan assumed coverage of Arkansas Best (NASDAQ: ABFS) with a Neutral rating, up from an Underweight rating.

• AG Edwards upgraded UnitedHealth (NYSE: UNH) to Buy from Hold.

• Merrill upgraded Dean Foods (NYSE: DF) to Neutral from Sell.

• UBS upgraded Marvell Technology (NASDAQ: MRVL) to Buy from Neutral.

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

MOST NOTEWORTHY: Openwave Systems Inc (NASDAQ: OPWV), Trump Entertainment Resorts Inc (NASDAQ: TRMP) and Accredited Home Lenders Holding Co (NASDAQ: LEND) were today's noteworthy downgrades:

• Openwave Systems Inc (NASDAQ: OPWV) was downgraded to Underperform from Buy at Needham, as the firm no longer believes the company's assets and balance sheet are worth $11/share and expects the franchise to be again disrupted due to layoffs and asset sales. Openwave was also downgraded to Neutral from Overweight at JP Morgan, to Hold from Buy at Wedbush after no superior bid emerged to Harbinger's, and to Sector Underperformer from Outperformer at CIBC World Markets, which cited reduced prospects of a buyout.

• Trump Entertainment Resorts Inc (NASDAQ: TRMP) was downgraded to Underperform from Peer Perform at Bear Stearns citing valuation as upside from a takeout at current levels is remote.

• Accredited Home Lenders Holding Co (NASDAQ: LEND) was downgraded to Market Perform from Outperform at Keefe Bruyette & Woods following its acquisition by Lone Star for $400M.

OTHER DOWNGRADES:

• Bebe Stores Inc (NASDAQ: BEBE) was downgraded to Market Perform from Outperform at Friedman Billings citing new merchandise that lacks a significant casual component to drive business, tough comps, aggressively planned inventory levels for 2H, and the potential for sustained negative comps during the next few quarters.

• Friedman Billings also downgraded Aladdin Knowledge Systems Limited (NASDAQ: ALDN) to Market Perform from Outperform based on valuation and challenges in the U.S. market.

• General Mills Inc (NYSE: GIS) was downgraded to Peer Perform from outperform at Bear Stearns on valuation and concerns with the turnaround plan for Big G cereal division.

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

Last night, Openwave Systems Inc. (NASDAQ: OPWV) did the right thing by rejecting a Harbinger "control offer" that was essentially a "takeunder" rather than a takeover. The offer was worth a whopping $8.30 per share. Unfortunately, the Street had hoped that the old $8.30 was grossly undervaluing the company as the shares yesterday reached $10.37.

The company also announced it was cutting 20% of its workforce and paying out a $100 million dividend; the company only has $334.4 million in cash and equivalents as of March 31, 2007. That sounds like a "we're going at it alone" strategy if there ever was one, and the company is even referring to this as a "stand-alone plan." Back in early May, shares of Openwave were nestled under $8.00.

This rejection of the Harbinger buyout was indeed the right move, but the company should have known better than to wait almost a few weeks. It doesn't take that long to use an abacus to realize that a takeunder is just not going to work. Management is a serious void here, or so it seems. Shares are back all the way down to $8.38 in pre-market trading (9:16 a.m.) or a 19.2% drop.

There are a few companies that could use Openwave as a portfolio company. Once the quarter-to-quarter performance expectations are removed, this company actually offers a substantial platform for almost every aspect of mobile communications and it already has agreements in place with most of the cell and wireless carriers out there.

Jon Ogg can be reached at jonogg@247wallst.com; he does not own securities in the companies he covers.

Yes, it's June already, and as the heat begins to rise, so does rumor rage.

PACKETEER INC (NASDAQ: PKTR)

On the block? If some investors have their way it is. The developer of wide area network, or WAN, Application Optimization systems expects first quarter revenues to fall about 20% from the fourth quarter's $42.7M. Leading the insurgency is "activist investor" Elliott Associates which holds 6.3% of the shares. In a letter to the firm's board, Elliott wrote that the company has "proven unable" to take advantage of its "leading technology." Better to be in the arms of a bigger company? The vultures think so.

GUITAR CENTER INC (NASDAQ: GTRC)

Quicker than you can strum your guitar, this number appears to be up. Up for sale. The information is coming faster than a high strung solo. Goldman Sachs Group Inc (NYSE: GS) is playing the lead. What an auction it will be. For the leading retailer of musical instruments, the stock disappoints, the direct response business is out of tune. A Goldman analyst reportedly said the company is a turnaround candidate, but may sell. Talk about blowing your own horn. We hear the LBOs are lined up right outside the Westlake Village headquarters in California. Everyone have a number?

INFOSPACE INC (NASDAQ: INSP)

How many pesetas, uh Euros, does it take to make about a billion dollars? Ask Spain's LaNetro Zed. That's about what some think they're offering to buy InfoSpace, the developer of tools and technology that helps "regular" folk find content and information on the Internet or on their mobile. Privately-held LaNetro Zed provides mobile phone content and services. What's the hook here that they'd pay that much? Access to the U.S. market, of course. The answer, by the way, is about 800M Euros.

OFFICE DEPOT INC (NYSE: ODP)

If you just lined up $1B worth of borrowing, which could go up to $1.25B, what would you do with it? Buy something, maybe? Sound like a good idea? Well, that's what Office Depot just did, and may do. Now who are they going to buy? OfficeMax Inc (NYSE: OMX), maybe? Maybe. If true, then, along with Staples Inc (NASDAQ: SPLS), there would be just two biggies in retail office supplies, and the Depot would be number one.

OPENWAVE SYSTEMS INC (NASDAQ: OPWV)

And we're off! The stock has been on an upward trend for about a month. Volume is increasing. Sybase Inc (NYSE: SY) is in the lead to buy the phone browser and messaging company. What about Harbinger's push on the inside? Now it's BridgePort Networks in the pack. Will Openwave overtake it? The field is tightening. Others could move up and take the lead. No one knows for sure how this one gwill end, folks. What a finish it's going to be!

DILLARD'S INC (NYSE: DDS)

The founders may be seeking "strategic alternatives." Eyes wide open, please.

According to Unstrung.com, Palm Inc (NASDAQ: PALM) is said to be announcing a deal with a prospective buyer this Thursday for $20 per share. This deal will not be the last in the wireless space.

Openwave Systems (NASDAQ: OPWV) is also under intense pressure from large shareholder Harbinger Capital. In addition, SAC recently became a large shareholder.

Openwave has similar characteristics as Palm in that it has close to $500 million in cash on its balance sheet, little-to-no debt and has new product launches underway.

While there seems to be money to be made in Palm if the $20 per share offer as reported is on target, Openwave could provide even more upside.

Today, Nokia Corporation (NYSE: NOK) and Vodafone Group (NYSE: VOD) announced their collaboration on the development of S60 software on Symbian OS, with the release of the first Vodafone specific software package to all S60 licensees.

Yesterday, Comverse Technology Inc (OTC: CMVT) announced the expansion of its Converged Messaging portfolio with the launch of Comverse Instant SMS, which combines the worlds of SMS and Mobile Instant Messaging, or MIM.

Additionally, Openwave Systems Inc (NASDAQ: OPWV) is launching a whole line of new products.

2007 and 2008 will be the battle between handsets and smartphones, those with the best software will win out. Wireless service providers have been slow to bring PC functionality to handset devices for fear of losing control of the handset. In the PC business, Microsoft Corporation (NASDAQ: MSFT) and Intel Corporation (NASDAQ: INTC) make all the money, with little left over for anyone else.

This means industry consolidation in the wireless software market is about to begin. Look for everyone to start making wireless software acquisitions, either acquiring or partnering, with Openwave, Comverse and Symbian. Also look for the big software companies like Microsoft and Sun Microsystems Inc (NASDAQ: SUNW), with its Java platform, to get into the M&A spirit.

MOST NOTEWORTHY: Specific restaurants and Autodesk (ADSK) top today's list of initiations.

• Robert W. Baird initiated coverage of Starbucks Corp. (NASDAQ:SBUX), Panera Bread Co. (NASDAQ:PNRA), Chipotle Mexican Grill, Inc. (NYSE:CMG) and Texas Roadhouse, Inc. (NASDAQ:TXRH) with Outperform ratings and P. F. Chang's China Bistro Inc (NASDAQ:PFCB) and Rare Hospitality International, Inc. (NASDAQ:RARE) with Neutral ratings.
• American Tech initiated Autodesk , Inc. (NASDAQ:ADSK) with a Buy rating and $12 target. The firm expects to see meaningful upside to 2008 consensus estimates and recommends investors to buy the stock on any pullback following Thursday's results.

OTHER INITIATIONS:

• Soleil initiated Openwave Systems, Inc. (NASDAQ:OPWV) with a Hold rating, citing unlikely outperformance due to their maturing product line and consolidating customer base.
• The Bank of America initiated F5 Networks, Inc. (NASDAQ:FFIV) with a Buy and $90 target. The firm said checks in the enterprise segment have been positive. In addition, Soleil said the company will soon enter a major product cycle with four launches.

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