Shares of GSI Commerce (NASDAQ: GSIC), an e-commerce and online marketing services company, fell by over a dollar a share on news of a stock offering priced at $17 per share.

The proposed underwriting of 3.7 million new shares will help the company raise $59 million. Existing shareholders, including Softbank Capital Partners, plan to sell and additional 8.2 million shares for proceeds of $139 million.

GSI Commerce was among the most active small-cap stocks in Thursday's trading. At mid-day, the stock was down 6% on heavy volume of over four million shares, well ahead of the average daily volume of 350,000 shares.

The poor economy hasn't helped retail spending, that's for sure. In fact, it could be argued that market saturation has really hurt certain segments of the retail market.

Take Starbucks (NASDAQ: SBUX). In the past few years, you couldn't walk down some city streets and not run into multiple Starbucks outlets. Today, Starbucks is scrambling to reduce the number of stores.

Online retailers, on the other hand, are in a completely different position. Not only is there still plenty of room for expansion in the online retail space, but e-tailers have key advantages over their brick-and-mortar counterparts.

MOST NOTEWORTHY: Monsanto, AstraZeneca and Millenium Pharmaceutical were today's noteworthy upgrades:

• Banc of America upgraded shares of Monsanto (NYSE: MON) to Buy from Neutral as they have grown more comfortable with two previous concerns: competition and valuation. They see an attractive entry point ahead of strong expected results for Q2.
  
• UBS upgraded shares of AstraZeneca (NYSE: AZN) to Neutral from Sell on valuation, as they believe many of the risks are priced into shares at current levels.
  
• Piper upgraded Millenium Pharma (NASDAQ: MLNM) to Buy from Neutral and added shares to their Alpha List ahead of additional front-line Velcade presentations at ASCO and expected front-line Velcade approval by June 20.

OTHER UPGRADES:

• Jefferies raised GSI Commerce (NASDAQ: GSIC) to Buy from Hold.
• JA Solar (NASDAQ: JASO) was upgraded to Overweight from Equal Weight at Lehman.
  
• Credit Suisse upgraded Wimm-Bill-Dann Foods (NYSE: WBD) to Outperform from Neutral.

MOST NOTEWORTHY: Lululemon, NaviSite, Research in Motion, Palm and Motorola were today's noteworthy initiations:

• Lululemon Athletica (NASDAQ: LULU) was initiated with a Neutral rating and $42 target at Credit Suisse on valuation.
• NaviSite Inc (NASDAQ: NAVI) was initiated with a Buy rating at Merriman after reporting solid Q4 results. Merriman expects the company's recent acquisitions to significantly increase margins.
  
• Citigroup believes Research in Motion Limited (NASDAQ: RIMM) is not a pure momentum stock as fundamentals are driving share appreciation. They think the company's subscriber growth is beginning to hit critical mass and expect 15M subscribers within 12 months. The firm started shares with a Buy rating and $115 target.
  
• Citigroup also initiated shares of Palm Inc (NASDAQ: PALM) with a Sell rating and $13.50 target, expecting the company's market share losses to continue to EPS to decline.
  
• Citigroup started Motorola Inc (NYSE: MOT) with a Hold rating and $20 target, as they believe its recovery may take longer than expected, noting its new silicon platform does not come out until 2H08.

OTHER INITIATIONS:

• Banc of America initiated On Semiconductor (NASDAQ: ONNN), Mettler-Toledo International Inc (NYSE: MTD) and Thermo Fisher Scientific Inc (NYSE: TMO) with Buy ratings and a $16 target, $120 target and $65 target.
  
• Deutsche Bank started GSI Commerce Inc (NASDAQ: GSIC) and Universal Electronics (NASDAQ: UEIC) with Buy ratings and targets of $52 and $31, respectively.
  
• RBC Capital Markets resumed coverage of Whole Foods Market Inc (NASDAQ: WFMI) with an Outperform rating and $55 target.

MOST NOTEWORTHY: GlobalSantaFe Corp, Transocean, Frontier Oil, Tesoro and Audio Codes were today's noteworthy upgrades:

• JP Morgan upgraded shares of GlobalSantaFe Corporation (NYSE: GSF) and Transocean Inc (NYSE: RIG) to Neutral from Underweight based on valuation and improving deepwater rig fundamentals.
  
• Frontier Oil Corporation (NYSE: FTO) was upgraded at Banc of America to Buy from Neutral as they believe the company's assets are ideally located to access cheap Canadian oil sands production. They feel the stock should trade closer to its replacement value, which they estimate at $55/share.
  
• The firm also raised Tesora Corporation (NYSE: TSO) to Buy from Neutral, as the firm believes Terero is the best play on the extended refining cycle given its exposure to California.
  
• CIBC upgraded shares of AudioCodes (NASDAQ: AUDC) to Sector Outperformer from Sector Performer on valuation after their checks suggested the company's business is stabilizing and cost cutting is tracking ahead of plan, which could bring upside EPS estimates.

OTHER UPGRADES:

• GSI Commerce (NASDAQ: GSIC) was upgraded to Buy from Hold at Jefferies.
  
• Apache Corporation (NYSE: APA) was upgraded to Buy from Neutral at Goldman Sachs.
  
• Amgen Inc (NASDAQ: AMGN) was upgraded to Buy from Neutral at Merrill Lynch.
  
• BB&T Capital upgraded shares of Skechers USA (NYSE: SKX) to Buy from Hold.
  
• Bernstein upgraded shares of Cognizant Technology (NASDAQ: CTSH) to Outperform from Market Perform.

E-commerce solutions provider GSI Commerce (NASDAQ: GSIC) is set to report earnings after the markets close on Wednesday. I think the company has a very good chance of pleasing Wall Street with solid results and appeasing forecasts.

Despite the recent run in the stock, I think a pleasing earnings report will still have the power to move the stock up.

I think GSI's figures for the previous quarter are going to be enough to satisfy Wall Street because the company just recently announced that it "remains comfortable" with hitting its guidance figures for the quarter. I believe gross margins continued their positive upward momentum through the quarter. Lastly, GSI has impressively beat analyst estimates in its last two earnings reports.

More importantly, I think the company is going to provide solid guidance -- the figures that Wall Street truly cares about. GSI Commerce has great prospects going forward. For example, it recently completed a $150 million private placement. This deal gives the company flexibility to make a deal, acquisition, etc. as it sees fit. More importantly, GSI Commerce just opened a new fulfillment center in Kentucky. According to the company, this center will be able to ship more than 110,000 orders per day once it's operating at full capacity. This factory, in combination with the company's existing operations, should give the company the ability to provide solid guidance for the third quarter and the full year.

All in all, I think GSI's report on Wednesday is going to satisfy the street and allow the shares to continue upward momentum.

MOST NOTEWORTHY: First Data Corp (FDC), Molson Coors Brewing Co (TAP), MetLife, Inc (MET), GSI Commerce, Inc (GSIC) and Foundation Coal Holdings, Inc (FCL) were some of today's noteworthy downgrades:

• Citigroup cut First Data Corp (NYSE: FDC) to Hold from Buy and AG Edwards cut the Colorado-based Computer Services company to Hold from Buy, following the acquisition by KKR; AG Edwards also removed First Data from its Focus Portfolio.

• Bernstein downgraded Molson Coors Brewing Co (NYSE: TAP) to Market Perform from Outperform based on valuation.

• Goldman Sachs removed MetLife Inc (NYSE: MET) from its Conviction Buy List.

• Bear Stearns cut GSI Commerce (NASDAQ: GSIC) to Underperform from Outperform based on valuation.

• Matrix USA downgraded Foundation Coal Holdings Inc (NYSE: FCL) to Sell from Buy.

OTHER DOWNGRADES:

• Jefferies downgraded Novell, Inc (NASDAQ: NOVL) to Hold from Buy on valuation after yesterday's "April Fool's-inspired" rally as the firm believes upside from the initial Microsoft-(MSFT) driven SLES deals and restructuring are priced in.

• Stifel downgraded Pearson PLC (NYSE: PSO) to Hold from Buy on valuation.

• Benchmark downgraded ConocoPhillips (NYSE: COP) to Sell from Hold on valuation.

• Buckingham downgraded Diebold Inc (NYSE: DBD) to Neutral from Accumulate on valuation.

• CIBC downgraded Ipsco Inc (NYSE: IPS) to Sector Performer from Outperform based on valuation.

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

On CNBC's MAD MONEY tonight, host Jim Cramer looked at ways to play Christmas -- but it's too late to play. You want the behind the scenes stocks. Out of of these he likes GSI Commerce, Inc. (NASDAQ:GSIC) as the e-commerce nuts and bolts. He says not to buy it now. GSIC can outsource the entire web store and design for you. They serve many large companies. Cramer said that GSIC is beating Amazon.com, Inc. (NASDAQ:AMZN), and he took another stab at AMZN as a violator of rules because it trades at more than two times its growth. GSIC trades really cheap to to its growth numbers, and, according to Cramer, is criminally undervalued.

Even though he said don't buy in after hours, the stock still traded up 7% to $18.80, although the 52-week range is $10.67 to $19.