On August 14th, Skechers USA, Inc. (NASDAQ: SKX) made public its offer to acquire Heelys, Inc. (NASDAQ: HLYS) at a price of $5.25 per share. At the time I wrote that the offer seemed low, and Heelys' management seems to agree, issuing a press release stating that "The Board believes the $5.25 offering price does not reflect the value of Heelys and that entering into discussions with Skechers based on their unsolicited proposal is premature at this time."

Today Skechers shot back with its own press release, with chairman and CEO Robert Greenberg stating that "We are particularly disappointed that, after repeated contacts over several months, Heelys will not agree even to discussions or provide us with an opportunity to conduct due diligence. . . We are very interested in continuing our dialogue and, as discussed in Skechers' letter of August 13, we may also be prepared to refine our proposal if additional value can be identified during the due diligence."

So why won't Heelys at least engage in discussions, given that Skechers is indicating that it might raise its bid? This looks like a replay of the Yahoo, Inc. (NASDAQ: YHOO) - Microsoft Corporation (NASDAQ: MSFT) takeover battle on a much smaller scale, with Heelys' brass not inclined to talk about a deal, even if it is in the best interests of shareholders.

If Skechers gets bored with the slow pace of negotiations and walks away, Heelys will have some splainin' to do. Given that the company went public at over $30 per share and now sits at $5.25, it's pretty clear that the management team doesn't know enough about shareholder value to reject a takeover offer without further discussions.

Heelys (NASDAQ: HLYS) has looked interesting to me for the past few months. Sure, it's a fad product that's way past its prime but look at the balance sheet: the stock is trading very close to its book value and has $96 million in cash on the balance sheet, compared with a market cap of just over $130 million. The company also has no debt.

Apparently Skechers (NASDAQ: SKX) sees some value here too. In a press release issued after the close of the market yesterday, Skechers announced that, on May 28th of this year, it had made a formal proposal to acquire Heelys. The proposal was rejected without being disclosed to shareholders, and now Skechers is taking the battle to the streets, offering to acquire the entire company for $5.25 per share, a premium of just 8.2% to Tuesday's closing price.

Shares of Heelys traded up to $5.35 after-hours, indicating that investors anticipate that Skechers -- or someone else -- may come through with a more compelling offer.

From a corporate governance and transparency perspective, I think it's disappointing that Heelys didn't disclose the original offer to its shareholders. But given the state of the economy, and its beaten down share price, Heelys can probably make a strong case for staying the course as a stand-alone company, at least for now. If Skechers really wants Heelys, it will up the offer -- the company has to realize that a premium of 8.2% is just not very compelling.

Given the interest in Heelys, you also have to wonder whether fellow fallen angel of footwear fads Crocs (NASDAQ: CROX) could also end up in play soon.

Nordstrom (NYSE: JWN) is expected to report Q2 EPS today after the market close. JWN August 30 straddle is priced at $2.90, September 30 is at $4.40. JWN September option implied volatility of 58 is above its 26-week average of 52 according to Track Data, suggesting larger price movement.

Red Robin Gourmet (NASDAQ: RRGB) is scheduled to report Q2 EPS today. RRGB August 30 straddle is priced at $2.60, September is at $5.15. RRGB September option implied volatility of 64 is above its 26-week average of 52 according to Track Data, suggesting larger price movement.

Heelys (NASDAQ: HLYS) is recently up 68 cents to $5.55 in pre-open trading. Skechers (NYSE: SKX) made an acquisition proposal to acquire HLYS for $5.25 per share ($142 million) in cash. HLYS, wheel-in-the-heel footwear marketer, closed at closed at $4.87. HLYS traded at a record high of $40.09 in February 2007. HLYS over all option implied volatility of 77 is near its 26-week average according to Track Data, suggesting non-directional price movement.

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

With a turn of the calendar page, we drift into the middle portion of the current quarter, but the earnings season rolls on. Among the many companies scheduled to report quarterly results this coming week are Time Warner Inc. (NYSE: TWX), Cisco Systems Inc. (NASDAQ: CSCO), News Corp. (NYSE: NWS), and Whole Foods Market International (NASDAQ: WFMI). Let's take a look at which companies Wall Street analysts are expecting to be among the top earnings gainers and decliners this week.

Analysts surveyed by Thomson Financial expect the following to report strong earnings growth when compared to the same period of the previous year.

• DRS Technologies Inc. (NYSE: DRS): $0.85 EPS (+95.3%) on revenue of $823.8 million (+12.0%)
• Integrys Energy Group Inc. (NYSE: TEG): $0.40 EPS (+70.0%) on revenue of $2.6 billion (+9.7%)
• Cimarex Energy Co. (NYSE: XEC): $2.53 EPS (+64.4%) on revenue of $599.9 million (+75.4%)
• Forest Oil Corp. (NYSE: FST): $1.51 EPS (+55.6%) on revenue of $456.1 million (+79.1%)
• Devon Energy Corp. (NYSE: DVN): $3.28 EPS (+48.5%) on revenue of $4.1 billion (+38.5%)
• CMS Energy Corp. (NYSE: CMS): $0.13 EPS (+46.2%) on revenue of $1.4 billion (+6.7%)
• Transocean Inc. (NYSE: RIG): $3.23 EPS (+43.0%) on revenue of $3.1 billion (+112.9%)
• Sara Lee Corp. (NYSE: SLE): $0.26 EPS (+38.5%) on revenue of $3.5 billion (+8.9%)
• Williams Companies Inc. (NYSE: WMB): $0.69 EPS (+37.7%) on revenue of $3.4 billion (+20.0%)
• Harris Corp. (NYSE: HRS): $0.99 EPS (+28.3%) on revenue of $1.4 billion (+18.0%)

Yesterday, I wrote about Crocs Inc. (NASDAQ: CROX) and the problems the company is having in Japan. The government there has asked the company to consider changing the design of its footwear after reports that children were getting hurt wearing its rubber sandals on escalators.

What's interesting is that the reports about Crocs' safety issues have all come from the media, not the company's SEC filings. Back in 2006, ABC reported that Crocs can pose a danger on escalators. Some hospitals have even banned the shoes citing safety concerns.

But Crocs' latest 10-K is devoid of any references to the concerns about the safety of the shoes.

A similarly struggling fad shoe company, Heelys (NASDAQ: HLYS), has also dealt with issues surrounding the safety of its footwear. From the risk factors section of the company's latest 10-K:

Someone had to pay for the extremely disappointing downturn in the stock of Heelys Inc. (NASDAQ: HLYS), the children's shoe company that builds wheels into its footwear. The company's CEO was pushed out on Friday.

The stock has fallen from a 52-week high of $40.09. The shares now change hands just above $6.

After a huge run in revenue that moved from $21 million in 2004 to $188 million in 2006, more recently sales have fallen off to $50 million after hitting $75 million in the June quarter.

Like other specialty shoe companies, including Crocs Inc. (NASDAQ: CROX), Heelys has not been able to follow its first big hit with other items.

Changing CEOs is not going to alter that.

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

The resignation of a board member at once high-flying skate-shoe manufacturer Heelys (NASDAQ: HLYS) could be a harbinger of a managerial shake-up at the company.

On December 21st, Heelys filed an 8-K announcing that on December 17th, board member James Kindley had resigned in protest to a board resolution "relating to Michael G. Staffaroni's, the Company's President and Chief Executive Officer, handling of certain operational matters".

In a letter to Staffaroni filed with the 8-K, Kindley explained his resignation:

As you know, I strongly support your vision for the company and your strategy for realizing it. Regrettably, a majority of the directors voted at the November meeting for an ultimatum expressing dissatisfaction with your performance, an action I openly opposed (that is not reflected in the minutes) and one that I feel signals an unjustified lack of confidence in you and your strategy. I am unable and unwilling to support the majority's alternatives and directives.

Given that a majority of the board has expressed dissatisfaction with the CEO -- and saw fit to hold a vote to formalize that disappointment -- his days with the company could be numbered.

Heelys has had a rough time since its IPO. Its stock has fallen from a high of $40.09 to its current price under $6.25, which was accompanied by a slew of shareholder class action lawsuits. A change at the top could be a short-term catalyst for a recovery in the share price and, with the board's dissatisfaction with the CEO now plastered over an SEC filing, that could come soon.

MOST NOTEWORTHY: Heelys, Citigroup, Alvarion, UBS AG and Alcatel-Lucent were today's noteworthy downgrades:

• CIBC downgraded Heelys (NASDAQ: HLYS) to Underperformer from Sector Performer. The analyst has little confidence sales will recover following the recent drop.
  
• CIBC also downgraded Citigroup (NYSE: C) to Sector Underperformer from Sector Performer, as they believe the company may have to cut its dividend, raise cash or sell assets in order to raise $30B over the near-term; the firm believes such a move would pressure shares significantly.
  
• Merriman downgraded shares of Alvarion (NASDAQ: ALVR) to Neutral from Buy after the in-line results as they now believe increased competition will pressure gross margins and minimize operating leverage in FY08.
  
• Merrill downgraded shares of UBS AG (NYSE: UBS) to Neutral from Buy to reflect the potential of further write downs.
  
• Banc of America lowered its rating on Alcatel-Lucent (NYSE: ALU) to Neutral from Buy to reflect poor execution of the company's turnaround strategy.

OTHER DOWNGRADES:

• Goldman removed Vimpelcom (NYSE: VIP) from its Pan European Buy List and downgraded shares to Neutral from Buy.
  
• Silicon Precision (NASDAQ: SPIL) was downgraded to Hold from Buy at ABN Amro.
  
• Lehman downgraded Amylin Pharmaceuticals (NASDAQ: AMLN) to Underweight from Equal Weight.
  
• Baird downgraded Dionex (NASDAQ: DNEX) to Underperform from Neutral.

Heelys Inc. (NASDAQ: HLYS) makes sports equipment directed at children in the 6 to 14 year-old age bracket. The firm's primary product is footwear that features a removable wheel in the heel. Users can transition from walking to skating, by shifting weight to the heel. The company sells footwear, protective gear and apparel items through such retailers as Nordstrom (NYSE: JWN). Nike (NYSE: NKE) is a competitor.

The stock fell sharply in August, when the firm said it faced excess inventory at many U.S. retail outlets, but it popped late last week, when Heelys introduced a broad new line of wheeled-footwear colors and styles. The move boosted the share price through 30-day and 50-day moving average resistance curves into a bullish "flag" consolidation pattern. Prices frequently exit flags moving in the same direction they were traveling when they entered them. In this case, that would be to the upside. The catalyst for such a move may prove to be Wednesday's announcement that the company plans a November roll-out of a non-wheeled footwear line, featuring a sole that resembles a video game controller. Four video games will come free in the shoe box. The stock has a very high short ratio and a short-squeeze may be developing.

Brokers recommend the issue with six "holds." Analysts expect a 14% average annual growth rate, through the next five years. The HLYS P/E ratio (6.30), Price to Sales ratio (1.03), Price to Book ratio (2.36), Price to Cash Flow ratio (6.11), Sales Growth rate (140%), EPS Growth rate (191%), Operating Margin (25.34%), Net Profit Margin (16.65%), Return on Assets (56.53%), Return on Investment (70.06%) and Return on Equity (70.06%) compare favorably with industry, sector and S&P 500 averages. Institutions hold about 44% of the outstanding shares. Over the past 52 weeks, the stock has traded between $7.65 and $40.09. A stop-loss of $8.50 looks good here.

Larry Schutts is a contributing editor for Theflyonthewall.com and the Vice-President of Stockwinners.com.

This spring, the SEC will be holding a round-table discussion on shareholder litigation. Observers have been arguing for years that shareholder litigation is a burden to corporate America, putting our financial markets at a competitive disadvantage.

A few weeks ago, I wrote about the class-action lawsuits being filed against Heelys Inc. (NASDAQ: HLYS):

I could swear securities lawyers have invented a sophisticated computer program capable of seeking out public companies to target with class-action lawsuits. A company reports a bad quarter, the stock tanks, and then for the next few weeks, press releases seem to come out daily announcing a class-action lawsuit "commenced ... on behalf of purchasers of ... stock issued pursuant or traceable to the false and misleading Registration Statement filed with the Securities and Exchange Commission in connection with the Company's ... initial public stock offering.

While I certainly support the right of shareholders to collect damages in instances of real fraud, it seems that every time a stock price drops, multiple firms file lawsuits. These suits divert management's attention from the business and burn up resources on legal fees. All of this would be fine, except that these suits very rarely go anywhere. And even when they do, shareholders rarely collect anything.

I'm not sure what the solution to this situation is, or even if there is one, but it's an important issue for the SEC to be looking at.

I could swear securities lawyers have invented a sophisticated computer program capable of seeking out public companies to target with class-action lawsuits. A company reports a bad quarter, the stock tanks, and then for the next few weeks, press releases seem to come out daily announcing a class-action lawsuit "commenced ... on behalf of purchasers of ... stock issued pursuant or traceable to the false and misleading Registration Statement filed with the Securities and Exchange Commission in connection with the Company's ... initial public stock offering."

The press release will then mention some important dates and vague accusations of securities fraud.

Heelys Inc. (NASDAQ: HLYS) the maker of the annoying skate shoes that so many young kids are wearing is the latest target of these lawsuits. Take a look:

• Brower Piven announces...
• Lerach Coughlin announces...
• Schatz Nobel Izard announces...
• Howard G. Smith announces... This prestigious firm even gives you an e-mail address if you have any questions: howardsmithlaw@hotmail.com (emphasis added).

These firms put out the press releases in an effort to find plaintiffs, and then hope to get the cases to discovery so they can fish for signs of wrongdoing.

One of my colleagues at BloggingStocks is Georges Yared, a great growth stock picker who is well-known throughout the investing world. But from reading Mr. Yared's posts, I've found several issues with his thinking as of late.

While he does show discipline to buying below his price targets, I think that some of his ideas don't make sense for long-term investors and he neglects to explain the risks involved in the potential investments. In a recent post, Yared spoke about two of his favorite ideas: Apple (NASDAQ: AAPL) and Crocs (NASDAQ: CROX).

Apple is indisputably a great company with incredible product momentum. In a recent post, I discussed why I believed Apple is quite exposed to a correction but I had no disputes with the strength of the underlying company. On the other hand, I think that Apple was, and remains, 'priced to perfection.' This simply implies that any earnings report or guidance figure which Wall Street interprets negatively will kill the stock. Analysts will be forced to cut earnings per share estimates, thus cutting price targets. To compound the problem, the multiple will be forced to contract due to 'less operating visibility' and 'signs of slowing momentum.' While this certainly isn't a definite or easily predicted event, the risk remains very viable.

Crocs is a whole different story. The creator of overpriced and ugly rubber beach shoes has been on fire in the last six months, during which it has doubled. While Crocs is similar to Apple in one regard -- it's lofty expectations from the street which it needs to exceed to justify its current price -- it's also very different. Unlike Apple, whose products will do well in any season, especially during Christmas, Crocs remains a one-hit-wonder for the summer months. Although Crocs bulls such as Mr. Yared will argue that Crocs is "the next Nike" and that the company's new winter shoes will carry the company through Q407 and Q108, I think this is probably wishful thinking.

Similar to every other fad product, proponents argue that this is not a fad and that this product is different. But as Sir John Templeton once said, "This time is different" are among the most costly four words in market history. One needs to look no further than Heelys Inc. (NASDAQ: HLYS) to see a stock that once wore the 'this time is different' fad hat.

Unfortunately for Crocs shareholders, when this company breaks it will sink ever-so-quickly. When Crocs buyers realize that their hideous, overpriced beach shoe is no longer the popular thing they will all neglect their Crocs just like they've recently done to their sneakers with wheels which were mass produced by Heelys. This problem will be compounded by the fact that Crocs has become increasingly reliant on "Jibbitz" -- plug-like themed inserts for Crocs shoes (no, I'm not joking) -- for growth. No one will want new Micky Mouse Crocs plugs when their deformed rubber shoes are collecting dust just as quickly as their fanny packs.

Story stocks and growth stocks are fun to invest in and even more fun to write about. It's nice to know that you are cashing in on the hottest trends in America. But oftentimes there's the unspoken side story to it all -- you're overpaying for this potential and when these companies cough up you stand to suffer immensely.

MOST NOTEWORTHY: Radian Group (RDN), Heelys (HLYS), Sonus Networks (SONS), Leap Wireless (LEAP) and MetroPCS (PCS) were today's noteworthy downgrades:

• Radian Group (NYSE: RDN) was downgraded to Hold from Buy with a $23 target at Citigroup on concerns over the company's potential merger with MGIC Investment (MTG).

• Heelys (NASDAQ: HLYS) was downgraded to Neutral from Outperform at Baird, to Hold from Buy at Brean Murray, to Neutral from Overweight at JP Morgan, to Sector Performer from Outperformer at CIBC and to Market Perform from Outperform at Wachovia following the company's FY07 guidance which was well below the consensus.

• Sonus Networks (NASDAQ: SONS) was downgraded to Sell from Neutral at Merriman, as the firm believes there are a number of concerns that are not reflected in shares, including a flat N-T revenue outlook, a cut in 700bp in gross margins and a sharp uptick in receivable days, among other things.

• LeapWireless (NASDAQ: LEAP) and MetroPCS were both downgraded to Hold from Buy at Citigroup, as they believe the break in subscriber momentum will last for 6-9 months. Wachovia downgraded Leap Wireless to Market Perform from Outperform citing mixed Q2 results and weak Q3 guidance.

OTHER DOWNGRADES:

• UBS removed Coca-Cola (NYSE: KO) and Coach (NYSE: COH) from its Strategic Stock Selection List.

• Jones Apparel (NYSE: JNY) was downgraded to Sell from Neutral at Merrill Lynch.

• CBRE Realty (NYSE: CBF) and Dick's Sporting Goods (NYSE: DKS) were downgraded to Hold from Buy at Citigroup.

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

Shares of Heelys Inc. (NASDAQ: HLYS), makers of those god-awful and potentially dangerous wheeled sneakers, plunged more than 45% this morning after the company warned that its earnings would be nowhere close to what Wall Street analysts had expected.

The company expects profit of 28 cents to 30 cents and revenue of $55 million to $55.8 million. Analysts had expected profit of 38 cents on revenue of $68.4 million, according to Reuters.

I have one thing to say to all of the people who bought this stock when it traded at a ridiculous multiple: hah hah. You should have known better. Fads eventually end. Anyone who thought this stock wouldn't crash and burn was either naive or delusional

The only question I have now is whether Crocs Inc. (NASDAQ: CROX) is next. My colleague Georges Yared is super bullish on this stock. I don't share his enthusiasm. Whenever I see a Crocs display lately, it always looks like it hasn't been touched for a while.

Remember, you investors can be bulls or bears. Pigs get slaughtered especially those wearing sneakers with wheels on them.

MOST NOTEWORTHY: Heelys (HLYS), Audible (ADBL) and Response Genetics (RGDX) were today's most noteworthy initiations:

• Baird believes Heelys (NYSE: HLYS) is poised to report strong results through FY07, which is not reflected in current valuation, and started shares with an Outperform rating and $47 target.

• JMP Securities believes a growing number of consumers will opt to acquire books and physical CD audio books digitally over the internet and started shares of Audible (NASDAQ: ADBL) with an Outperform rating and $12.50 target.

• Caris believes Response Genetics' (NASDAQ: RGDX) diagnostics opportunity may represent a significant long-term growth driver and initiated shares with a Buy rating and $7.50 target...

OTHER INITIATIONS:

• JP Morgan initiated DeVry (NYSE: DV), Corinthian Colleges (NASDAQ: COCO) and Strayer Education (NASDAQ: STRA) with Overweight ratings, ITT Educational Service (NYSE: ESI), Apollo Group (NASDAQ: APOL) and Career Education (NASDAQ: CECO) with Neutral ratings and Universal Technical Institute (NYSE: UTI) with an Underweight rating.

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