Shares of Pacific Sunwear (NASDAQ: PSUN) rose in after-hours trading yesterday after Adrenalina (OTC BB: AENA) announced an offer to acquire the company for $4.50 per share. Shares of PacSun had closed at $3.80. The press release announcing the offer said that the proposed deal would consist of a "combination of cash and Adrenalina common stock" and is " subject to PacSun's Board and shareholders approval, execution of a definitive agreement, obtaining the requisite financing and certain other terms and conditions."

There are so many red flags here that it's hard to know where to begin. Pacific Sunwear has a market cap of $250 million, more than 10 times that of Adrenalina's. Adrenalina also has just $329,000 in cash and a history of huge losses for a company of its size. A few years ago, minnows could gobble up sharks but with credit markets as tight as they are, it's hard to see a company of Adrenalina's size swinging a deal like this.

Then there's the CEO of Adrenalina, Ilia Lekach. You may remember him as the former CEO of Parlux (NASDAQ: PARL), where he made numerous offers to take the company private that quickly disappeared, and frequently complained about market manipulation by short sellers. You can read more about him in Herb Greenberg's "Worst CEO of the Year" column from 2006.

Investors would do well to ignore Lekach's offer based on his history of smoke-blowing, and focus on the mess that is Pacific Sunwear's current operations.

UPDATE: Pacific Sunwear has announced that it has rejected the offer. Shares are down 1.5% today, at $3.74.

The Wall Street Journal's "Numbers Guy" takes a look at the issue of counterfeiting of luxury goods, a major thorn in the side of such couturiers as Coach (NYSE: COH) and Gucci. According to The Numbers Guy, "Washington business groups such as the U.S. Chamber of Commerce and the International Anticounterfeiting Coalition calculate that global counterfeit sales equal $600 billion to $650 billion a year -- numbers parroted in news releases by companies claiming to fight piracy. They build on the often-cited claim that counterfeit goods represent 5% to 7% of all world trade."

The problems with this statistic are twofold: First, it's hard to get accurate data on the operations of organized crime. Secondly, even if we do know how many knock-offs are being sold, it's hard to say how much of that is actually detracting from the sales of the high-fashion labels: Is someone who buys a $10 pair of "Gucci" sunglasses from a street vendor really buying those instead of $300 Gucci sunglasses? Or is that sale instead coming at the expense of less expensive retailers like PacSun (NASDAQ: PSUN) or even Wal-Mart (NYSE: WMT)?

It's unclear how much illegal knock-offs are really hurting designers, but there's another issue that definitely is hurting them and, for now at least, it's legal: lower-budget knock-offs, perfectly legal because there's no logo, of runway couture, often before it even hits stores.

In September, I wrote that one of these knocker-offers saw herself as a champion of womens' rights -- "to look fabulous." But some of the fashion houses are lobbying Congress to pass bills granting greater copyright protection for designers.

Check out this excellent Los Angeles Times piece for the pros and cons of that.

MOST NOTEWORTHY: Tektronix, Inc (TEK), GameStop Corp (GME) PrivateBancorp, Inc (PVTB), Quebecor World Inc (IQW) and CheckFree Corp (CKFR) were today's more noteworthy upgrades:

• JP Morgan upgraded shares of Tektronix (NYSE: TEK) to Overweight from Underweight citing improving sector fundamentals.

• JP Morgan also raised GameStop (NYSE: GME) to Overweight from Neutral based on the May sales data.

• Oppenheimer upgraded PrivateBancorp (NASDAQ: PVTB) to Neutral from Sell based on valuation.

• BMO Capital raised Quebecor World (NYSE: IQW) to Market Perform from Underperform on valuation.

• CheckFree (NASDAQ: CKFR) was assumed with a Sector Outperformer from Sector Performer at CIBC citing a favorable risk/reward, solid secular underlying trends, and overblown concerns for its rating...

OTHER UPGRADES:

• Symantec Corp (NASDAQ: SYMC) was upgraded to Buy from Neutral at Goldman.

• Ingersoll-Rand Co Ltd (NYSE: IR) was raised to Outperform from Peer Perform at Bear Stearns.

• ThinkEquity upgraded shares of Jones Soda Co (NASDAQ: JSDA) to Buy from Accumulate.

• BB&T upgraded Pacific Sunwear of California (NASDAQ: PSUN) to Buy from Hold.

• Goldman added Cigna Corp (NYSE: CI) to its America's Conviction List.

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

MOST NOTEWORTHY: Merck & Co (MRK), Intersil Corp (ISIL), Nautilus Group (NLS) and Pacific Sunwear (PSUN) were some of today's more noteworthy upgrades:

• Merck & Co (NYSE: MRK ) was upgraded to Neutral from Sell at Goldman Sachs to reflect the company's continued revenue strength and raised guidance. They believe strong execution continues.
• JP Morgan upgraded Intersil Corp NASDAQ: ISIL) to Overweight from Neutral based on improving fundamentals.
• Matrix USA upgraded shares of Nautilus Group (NYSE: NLS) to Hold from Strong Sell after this week's sell-off.
• Pacific Sunwear of California (NASDAQ: PSUN) was added to Freidman Billing's Top Picks List, believing the turnaround is taking hold following strong March comps.

OTHER UPGRADES:

• Goldman added L-3 Communications Hlds (NYSE: LLL) to its Conviction Buy List and raised its target to $105 from $95.
• McCormick Corp (NYSE: MKC) was upgraded to Outperform from Market Perform at Wachovia citing core performance in both Industrial and Consumer, including a nominal boost in long-term growth outlook.
• Bear Stearns upgraded shares of Ventana Medical Systems (NASDAQ: VMSI) to Outperform from Peer Perform, citing the company's solid base business outlook and Symphony potential.
• Piper Jaffray upgraded Ocwen Financial (NYSE: OCN) to Outperform from Market Perform.
• JP Morgan upgraded TJX Cos (NYSE: TJX) to Neutral from Underweight expecting merchandising initiatives and marketing spending to drive growth.

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

MOST NOTEWORTHY: Starbucks Corp (SBUX), Southwest Airlines Co (LUV), Pacific Sunwear (PSUN) and Molson Coors Brewing Co (TAP) were just some of today's notable upgrades:

• Goldman Sachs added Starbucks Corp (NASDAQ: SBUX) to its Conviction Buy List citing valuation and expectations for margin improvement.

• Southwest Airlines Co (NYSE: LUV) was upgraded to Outperform from Neutral at Raymond James.

• Roth Capital upgraded Pacific Sunwear (NASDAQ: PSUN) to Buy from Hold as they believe positive momentum is beginning to build.

• Molson Coors Brewing (NYSE: TAP) was upgraded to Peer Perform from Underperform at Bear Stearns.

OTHER UPGRADES:

• ThinkEquity upgraded WebEx Communications (NASDAQ: WEBX) to Source of Funds from Sell following the acquisition by Cisco Systems (NASDAQ: CSCO).

• XL Capital Ltd (NYSE: XL) was upgraded to Strong Buy from Strong Sell as the firm believes an unusually low number of natural disasters is causing a sharply positive reversal in fundamental trends.

• Soleil upgraded shares of Doral Financial Corp (NYSE: DRL) to Hold from Sell to reflect the recent sale of the company's New York branches and an improved outlook for the Puerto Rican economy.

• Bear Stearns upgraded Roche Holding Ltd (OTC: RHHBY) to Outperform from Peer Perform and Anheuser-Busch Cos (NYSE: BUD) to Outperform from Peer Perform.

• Countrywide Financial (NYSE: CFC) was upgraded to Market Perform from Underperform at Keefe Bruyette.

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

Monday March 5

• Landstar Systems Inc (NASDAQ: LSTR) to hold Q1 mid-quarter update conference call at 2pm.
• Federal Reserve St Louis Bank President William Poole to speak at 11am, Federal Reserve Governor Kevin Warsh to speak at 2pm.

Tuesday March 6

• International Game Technology (NYSE: IGT), a "global company specializing in the design, development, manufacturing, distribution and sales of computerized gaming machines and systems products," to hold its annual shareholder meeting at 1pm.

Wednesday March 7

• Saks Inc (NYSE: SKS) to hold Q4 earnings conference call at 10am.
• PDUFA date for Abbott Laboratories (NYSE: ABT) Humira, a Tumor Necrosis Factor blocker, which is used to reduce the signs and symptoms of arthritis.
• PDUFA date for Merck and Co Incs (NYSE: MRK) Janumet, a treatment for Type 2 Diabetes.

Thursday March 8

• Monthly Same Store Sales to be reported by Wal-Mart Stores (NYSE: WMT), Target Corporation (NYSE: TGT), Aeropostale Inc (NYSE: ARO), Kohl's Corporation (NYSE: KSS), Pacific Sunwear of California Inc (NASDAQ: PSUN), Abercrombie & Fitch Co (NYSE: ANF), Gap Inc (NYSE: GPS) Nordstrom Inc (NYSE: JWN) and J.C. Penney Co Inc (NYSE: JCP).

Friday March 9

• PDUFA date for Eli Lilly and Company's (NYSE: LLY) Cymbalta, a treatment for depression.