Analyst Upgrades

• Baird upgraded Starbucks (NASDAQ: SBUX) to Outperform from Neutral based on field research that indicates improving traffic trends and visibility from cost savings initiatives.
• FBR Capital upgraded E*Trade (NASDAQ: ETFC) to Outperform from Underperform citing an attractive risk/reward following the company's capital raise and debt exchange commencement. The firm believes the worst is behind the company and has a $2 target on the stock.
• Oppenheimer upgraded Sonic (NASDAQ: SONC) to Outperform from Perform on expectations demand trends will improve, leading to more normalized profitability.
• Estee Lauder (NYSE: EL) was upgraded to Equal Weight from Underweight at Barclays.
• Motorola (NYSE: MOT) was upgraded to Buy from Neutral at BofA/Merrill.
• ConAgra (NYSE: CAG) was upgraded to Buy from Neutral at UBS.

Analyst upgrades:

• Morgan Stanley upgraded Chesapeake Energy (NYSE: CHK) to Overweight from Equal Weight as they expect the company to benefit from higher natural gas prices in 2010. The firm has a $34 target on shares.
• Citigroup upgraded Energy Conversion (NASDAQ: ENER) to Hold from Sell on valuation is it finds the risk/reward balanced at current levels. The firm raised its target price to $16 from $13.
• Jefferies upgraded Lifetime Brands (NASDAQ: LCUT) to Buy from Underperform to reflect reduced liquidity concerns and an improved outlook for Global Direct Sellers. The firm raised its target price to $4 from $2.
• American Eagle (NYSE: AEO) was upgraded to Overweight from Equal Weight at Barclays.
• TJX Companies (NYSE: TJX) was upgraded at Barclays to Overweight from Equal Weight and to Outperform from Netural at Credit Suisse.
• STEC Inc (NASDAQ: STEC) was raised to Overweight from Market Weight at Thomas Weisel.

Analyst upgrades:

• Jefferies upgraded Brocade (NASDAQ: BRCD) to Buy from Hold on expectations expanding OEM partnerships, new products and entry into new markets will drive long-term growth. The firm's channel checks indicate the first phase of an IBM (NYSE: IBM) deal for ethernet products will be announced next week. Jefferies raised its target price on the stock to $6 from $3.50.
  
• JMP Securities upgraded Broadcom (NASDAQ: BRCM) to Market Perform from Underperform citing the potential settlement with Qualcomm (NASDAQ: QCOM). The firm said Broadcom has far more to gain than Qualcomm has to lose.
  
• Citigroup upgraded Air Products (NYSE: APD) and Praxair (NYSE: PX) to Buy from Hold on expectations that an improvement in customer operating rates will benefit gas companies. The firm raised its target price on Air Products to $70 from $55 and on Praxair to $79 from $63.
  
• Royal Bank of Scotland upgraded BP Plc (NYSE: BP) to Buy from Hold to reflect its dividend yield at current levels.
• Apple (NASDAQ: AAPL) was raised to Outperform from Underperform at RBC Capital.
  
• T. Rowe Price (NYSE: TROW) was upgraded at Sandler O'Neill to Hold from Sell.
  
• Morgan Stanley (NYSE: MS) was lifted to Neutral from Underperform at Banc of America/Merrill.

Analyst upgrades:

• Jefferies upgraded shares of SourceFire (NASDAQ:FIRE) to Buy from Hold as they believe the company is benefiting from recent spending by the U.S. Federal government and private enterprises to improve cybersecurity. The firm raised their price target on the stock to $11 from $7.
  
• Piper Jaffray upgraded Brocade (NASADAQ:BRCD) to Buy from Neutral as they believe an expanded OEM announcement with IBM (NYSE:IBM) could be announced as early as the end of April, creating a positive catalyst. The firm raised their price target on the stock to $6 from $4.
  
• UBS upgraded Salesforce.com (NYSE:CRM) to Buy from Sell but lowered their target to $4 from $21 citing reduced churn and cashflow concerns, expectations for FY10 to be a trough year, and a potential reacceleration in deferred growth.
• AK Steel (NYSE:AKS) was raised to Buy from Neutral at Goldman.
  
• Strattec (NASDAQ:STRT) was raised to Neutral from Underperform at Baird.
  
• Lululemon (NASDAQ:LULU) was upgraded at William Blair to Outperform from Market Perform.

Analyst upgrades:

• JP Morgan upgraded Alcoa (NYSE: AA) to Overweight from Neutral and added shares to its Focus List. The analyst said the equity offering and dividend cut provide enough "liquidity insurance" to make it through 2009 and now views risk/reward as attractive.
  
• Deutsche Bank upgraded Asbury Automotive (NYSE: ABG) to Buy from Hold as it finds the current valuation attractive and thinks the company's cost savings will drive upside in a recovery. The firm raised its target price to $7 from $5.50.
  
• Barclays upgraded Beckman Coulter (NYSE: BEC) to Overweight from Equal Weight. Following their healthcare conference and management meetings, the firm sees increased visibility into revenues.
• Waddell & Reed (NYSE: WDR) was raised to Buy from Neutral at Goldman.
  
• Nokia (NYSE: NOK) was upgraded to Outperform from Neutral at Credit Suisse.
  
• Brocade (NASDAQ: BRCD) was lifted to Outperform from Sector Perform at RBC Capital.

Analyst upgrades:

• Keefe Bruyette upgraded IberiaBank (NASDAQ: IBKC) to Market Perform from Underperform following the company's capital raise, which the firm believes strengthens IberiaBank's balance sheet. Baird upgraded IberiaBank to Outperform from Neutral based on valuation following weakness related to the $100M capital raise.
  
• Pali upgraded shares of Urban Outfitters (NASDAQ: URBN) to Neutral from Sell on valuation as they believe the company's comp slowdown is largely priced in at current levels.
  
• Morgan Keegan upgraded Casey's General Store (NASDAQ: CASY) to Outperform from Market Perform based on valuation, healthy SSS, and easing comps.
• Cabot OIl & Gas (NYSE: COG) and Royal Dutch Shell (NYSE: RDS.A) were added to Goldman's Conviction Buy List.
  
• American Capital (NASDAQ: ACAS) was raised to Market Perform from Underperform at Friedman Billings.
  
• CIBC lifted Manulife (NYSE: MFC) to Sector Outperformer from Sector Performer.

Analyst downgrades:

• Goldman downgraded Caterpillar (NYSE: CAT) to Sell from Neutral based on expectations for reduced capex spending by mining and oil & gas companies and the impact from the credit crunch.
  
• Deutsche Bank downgraded auto companies and suppliers as they believe the failed government bailout increases risks. Ford (NYSE: F), American Axle (NYSE: AXL), Magna International (NYSE: MGA) and Lear (NYSE: LEA) were downgraded to Sell from Hold.
  
• SAP (NYSE: SAP) was cut to Hold from Buy at Jefferies to reflect the "deteriorating" corporate IT spend environment.
• Waters (NYSE: WAT) was downgraded to Neutral from Overweight at JP Morgan.
  
• Agilent (NYSE: A) was lowered to Equal Weight from Overweight at Barclays; the firm also downgraded Varian (NASDAQ: VARI) to Underweight from Equal Weight.

Analyst initiations:

• Jefferies believes Core Laboratories (NYSE: CLB) is well positioned to benefit from the increasing need for reservoir optimization services. Shares were initiated with a Buy rating and $70 target.
  
• Deutsche Bank initiated Capital One (NYSE: COF) with a Sell rating and $24 target, citing the difficult economic environment and the potential for higher credit losses.
  
• Soleil started Hexcel (NYSE: HXL) with a Buy rating and $10 target and expects the company's military business to remain strong through 2010.
• On Semiconductor (NASDAQ: ONNN) was assumed with a Neutral rating and $3.80 target at UBS.
  
• Cbeyond (NASDAQ: CBEY) was initiated at Oppenheimer with a Perform rating.
• Brocade (NASDAQ: BRCD) was started with a Neutral rating at Piper Jaffray.

Analyst upgrades:

• Citigroup upgraded shares of Ball (NYSE: BLL) to Buy from Hold and raised its target to $45 from $41 as they believe recent capacity closures will be positive for beverage can operating rates.
  
• Deutsche Bank upgraded Rio Tinto (NYSE: RTP) to Buy from Hold on valuation and the company's plans to preserve cash.
• ThinkPanmure upgraded Intel (NASDAQ: INTC) to Accumulate from Sell and raised its target to $17 from $12 citing trough earnings in 2009 and lowered expectations.
• Viacom B (NYSE: VIA.B) was added to Goldman's Conviction Buy List.
  
• Telefonica (NYSE: TEF) was upgraded to Outperform from Neutral at Credit Suisse.
  
• Onyx Pharma (NASDAQ: ONXX) was raised to Overweight from Neutral at JP Morgan.

Analyst downgrades:

MOST NOTEWORTHY: Texas Instruments, SanDisk and Brocade were today's noteworthy downgrades:

• Merrill Lynch downgraded shares of Texas Instruments (NYSE: TXN) to Neutral from Buy after the company reported lower-than-expected Q3 results due to concerns regarding elevated inventory levels and rising raw material and labor costs. Merrill lowered their target to $27 from $32.
  
• Citigroup cut SanDisk (NASDAQ: SNDK) to Sell from Hold after the company reported a Q2 miss and offered lower-than-expected guidance. Citigroup lowered their target price to $14 from $20.
  
• JMP Securities downgraded Brocade (NASDAQ: BRCD) to Market Perform from Outperform following the company's announcement to buy Foundry Networks, Inc. (NASDAQ: FDRY) for $19.25 per share.

OTHER DOWNGRADES:

• ArthroCare (NASDAQ: ARTC) was lowered to Market Perform from Outperform at William Blair.
  
• JP Morgan downgraded Assured Guaranty (NYSE: AGO) and Lenovo Group (LNVGY) to Neutral from Overweight.
  
• iStar Financial (NYSE: SFI) was downgraded to Sell from Buy at UBS.
  
• Goldman removed Gilead Sciences (NASDAQ: GILD) from the Conviction Buy List.

MOST NOTEWORTHY: PetMed Express, Mindspeed and QLogic were today's noteworthy upgrades:

• Piper upgraded shares of PetMed Express (NASDAQ: PETS) to Neutral from Sell after the company's Q1 results topped estimates on strong new customer growth. Piper raised their target to $14 from $11.
  
• Oppenheimer raised Mindspeed (NASDAQ: MSPDD) to Outperform from Perform following the Q3 results, as they believe the company is hitting its stride in VoIP after years of investment and the stock is attractively valued.
  
• Citigroup upgraded QLogic (NASDAQ: QLGC) shares to Buy from Hold following the company's Q1 results and Brocade (NASDAQ: BRCD)'s acquisition of Foundry Networks, Inc. (NASDAQ: FDRY) to reflect its solid fundamentals and the strategic significance of its switch business. The firm raised their target to $20 from $18.

OTHER UPGRADES:

• Goldman added Amylin Pharma (NASDAQ: AMLN) to the Conviction Buy List.
  
• Cleco (NYSE: CNL) was raised to Buy from Hold at Soleil.
  
• Canadian National Oil (NYSE: CNI) was upgraded at TD Newcrest to Buy from Hold.

Foundry Networks, Inc. (NASDAQ: FDRY), which builds networking technologies, went public in 1999. With the Internet surge, the stock price went over $200.

Of course, that was a temporary thing. Since then, Foundry's shareholders have suffered.

However, this week they got some cheery news. Foundry agreed to sell out to Brocade (NASDAQ: BRCD). The deal comes to about $2.91 billion in a combination of cash and stock.

Essentially, the deal blends some key technologies. While Brocade has a strong footprint in fiber channel systems, Foundry is a top player in switches and 10-gigabit Ethernet offerings.

If anything, it's a necessary step to deal with the intensely competitive environment, especially against the mighty Cisco (NASDAQ: CSCO).

No doubt, Brocade has demonstrated success with M&A, such as with its acquisition of McData. However, networking deals can be tricky. After all, Brocade operates primarily on an OEM basis whereas Foundry has a large direct sales force.

There is some financial risk too as Brocade needs to borrow about $1.4 billion.

Tom Taulli is the author of various books, including The Complete M&A Handbook and The Edgar Online Guide to Decoding Financial Statements. He also operates MergerBook.com.

Foundry Networks (NASDAQ:FDRY) is up over 30% on a buy-out by Brocade (NASAQ:BRCD). Brocade is off nearly 20% on the same news.

Apple (NASDAQ:AAPL) is off 10% on a weak forecast for the next quarter.

Wachovia (NYSE:WB) is off 12% on poor earnings and a dividend cut.

American Express (NYSE:AXP) is down over 10% after reporting a weak quarter.

Texas Instrument (NYSE:TXN) is off over 10% on poor numbers.

Shares may trade differently in the pre-market than they do in the regular session.

Douglas A. McIntyre is an editor at 247wallst.com

Before the bell: Futures mixed ahead of Bernanke (LEH, SPLS, TOL)

With the Apple (NASDAQ: AAPL) conference just around the corner, analysts expect several features from the new iPhone that will likely be announced during the conference. The first is of course the 3G capability, which would boost iPhone sales in Europe and quell complaints about the speed of download through the AT&T (NYSE: T) network. The second is the corporate email capability. A third feature will likely be iTunes downloads through cellular networks and the applications store. Also, some expect Apple to try a different business model including subsidies and multiple carriers.

FedEx Corp. (NYSE: FDX) said it plans to change the FedEx Kinko's name to FedEx Office and take a related charge of nearly $900 million. The company said the name change will better reflect the services that it provides at its retail centers. Perhaps FedEx is right, but Kinko's is a well established brand and I find it hard to believe someone doesn't know what Kinko's is all about. FedEx also said it would raise its quarterly cash dividend by one penny, to 11 cents a share payable July 1 to shareholders of record as of June 13.

Goldman Sachs cut Consolidated Energy (NYSE: CNX) and Peabody Energy (NYSE: BTU) to "neutral," according to MarketWatch. The financial website also reports that UBS upgraded Senior Housing (NYSE: SNH) to "buy."

Lehman Brothers has downgraded Whole Foods (NASDAQ: WFMI) from "equal weight" to "underweight" and lowered its price target to $32 from $35, according to Briefing.com. The news service also writes that Citigroup has added Brocade (NASDAQ: BRCD) to its "Top Picks" list.

Douglas A. McIntyre is an edtor at 247wallst.com.

Ex-Brocade (NASDAQ: BRCD) CEO Gregory L. Reyes Jr. has been sentenced to 21 months in prison with a $15 million fine for orchestrating a scheme to backdate stock options at the company, illegitimately shifting wealth from the company's owners to its executives.

Judge Charles R. Breyer of Federal District Court in San Francisco, who sentenced Mr. Reyes, said that his efforts to obstruct justice had led to the stiff penalty: "This offense is about honesty. Every time Gregory Reyes falsified documents, repeatedly, over a three-year period, he was lying. That is the core of the defendant's criminal conduct."

Reyes was the first executive to be tried on criminal charges related to options backdating, and he was convicted onten counts of securities fraud.

According to the New York Times, Reyes cried while speaking to the judge before the sentencing: "I'm sorry," Mr. Reyes said, between sips of water and long pauses to compose himself. "There is much that I regret, and if I could turn back the clock, I would."

Is he really remorseful? He'll remain free without bail until a federal appeals court hears his case. If he's so full of remorse, why doesn't he just go to jail for a few months and skip the appeal?

It's good to see that law enforcement is cracking down on at least a few executives who think public companies should be used as their own personal honey pots. Now we need to see boards of directors hold their executives to higher standards too.

Portfolio.com featured its picks for the ten dumbest moves by CEOs in 2007. The list shows a nice range and depth of stupidity on the part of CEOs -- and it hasn't gone unnoticed that there are no women on this list of dummies. Here are their picks and my two cents:

• John Mackey, Whole Foods Market (NASDAQ: WFMI) -- He displayed his brilliance by posting on message boards under the screen name Rahodeb, hyping Whole Foods while not letting people know exactly who it was that was hyping the company. (Seems reminiscent of Patrick Byrne of Overstock.com (NASDAQ: OSTK).) The company ended up banning executives from participating on any message boards.
• Paul Wolfowitz, World Bank -- Getting his girlfriend at the bank a transfer and a raise. Need we say more?
• Steve Jobs, Apple (NASDAQ: AAPL) -- Ticking off early adopters by slashing $200 off the original price of the $600 iPhone shortly after its debut. Nothing like causing your loyal customers to think twice before they run right out to be the first to buy Apple's next new gadget.
• Chris Albrecht, HBO -- An alleged assault of his girlfriend in Las Vegas ended in his arrest. And then came the news that he did something similar in the early 1990s. Not the kind of headlines you want from your CEO.