Educate Inc. (NDAQ:EEEE) announced yesterday in an 8-K filing with the SEC that they had sold off their Education Station business segment in an $18 billion deal. The business segment, which helped public schools comply with the No Child Left Behind Act, was sold for $6 million with another $12 million being paid for software licensing and support. The business unit has long been a drag on the company's earnings despite increasing revenues. The stock moved up 11% in today's trading as investors applauded the move, which should help the company follow through with its turnaround plans that caused so much difficulty last quarter. The stock is currently being heavily traded by technical analysts; however, if the turnaround is successful, it may become a decent play for fundamental investors as well.

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New Frontier Media Inc. (NDAQ:NOOF) announced yesterday in an 8-K filing with the SEC that activist hedge fund Steel Partners had expressed interest in leading a management buyout. According to the filing:

"At the regularly scheduled Board of Directors meeting of New Frontier Media, Inc., on August 15, 2006, Mr. Warren Lichtenstein of Steel Partners II, L.P., was provided, at his request, an opportunity to address the Board of Directors. Mr. Lichtenstein expressed an interest in leading a 'management buyout' of the shares of New Frontier Media, Inc. Mr. Lichtenstein expressed a willingness to pay a premium over the market price but declined to state the price per share or the amount or range of premium over market price that he is prepared to offer."

Two days after this announcement on the 15th, there were five insiders who obtained 25,000 call options at $7.80 (found in Form 4s). Note that call options are short-term derivatives used to take advantage of short-term price movements. This turned out to be a great buy as the stock moved up around 10% after the 8-K was released yesterday. This just goes to show how important it is to keep an eye on management activity, especially when activist hedge funds are involved.

So, is the stock still a good deal? Steel Partners likely anticipated this announcement and price movement, and therefore are probably willing to pay a premium to even this price if the transaction goes through. The stock is still cheap, trading at just 16x earnings with solid growth, good margins, and a strong cash position. This is definitely a stock worth watching, and perhaps getting involved with using an options play once things get a little clearer.

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Double-Take Software, Inc. took one more step towards becoming a public company with an S-1 filing on August 10th. The company would be the third data company to IPO this year following CommVault and Riverbed. Double-Take provides affordable backup and data recovery software to small to midsized enterprises - a market that is predicted to grow at a 25% annualized rate.

Will the company be a good buy? Well, the company has increased its revenues from $7.1m in 2001 to over $40m in 2005, although it only recently turned a profit. The company also acquired a software distributor (Sunbelt System Software) a few months ago to help expand. Sunbelt had been a long-time partner, authorized training provider and reseller for Double-Take software. The acquisition provided the company with a well qualified support and training staff as well as a stronger physical presence in Europe.

In addition to strong fundamentals, the company is also in an interesting position in their market. They are very small compared to larger competitors like EMC, and with the recent M&A activity many people thought that Double-Take would take the acquisition route instead of IPO'ing. Depending on their final valuation, the company might eventually become an acquisition target as a public company given their small market cap and strong market position.

Overall, the pricing on the IPO remains to be seen, so it is not possible to fully speculate as to how undervalued the stock is or whether or not it would be an acquisition target; however, it is definitely an IPO worth keeping an eye on.

PW Eagle Incorporated (NDAQ:PWEI) manufactures and distributes polyvinyl chloride pipe and fittings and polyethylene pipe and tubing products used for turf and agricultural irrigation, natural gas transmission, water wells, fiber optic lines, electronic, and telephone lines. The company has triped in price since mid-2005 as a result of a restructuring, refinancing, and strong operating results. However, their strong balance sheet and cash flows attracted some unwanted attention...

The company revealed in a 13D filing last week that activist hedge fund Pirate Capital had increased its stake in the company from 17% to just over 21%. Pirate also bought almost $300k worth of additional shares two days later. Why? In their original SC13D filing on March 10th, Pirate said:

"The Reporting Persons originally acquired Shares for investment in the ordinary course of business because they believed that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to encourage the Issuer to actively pursue strategic alternatives to maximize shareholder value, including the potential sale of the company."

In the same filing, Pirate also announced its intention to nominate its own directors to the company's board during their 2006 annual shareholders meeting. Moreover, they demanded to see the company's books and shareholders on record - a move which usually indicates that the fund is going to solicit a proxy battle. This move was supported by another activist hedge fund - Caxton Associates - who also has a large interest in the company. PW Eagle, eager to avoid a proxy battle, quickly agreed to expand the board of directors and give both hedge funds a seat on the board. This immediately resulted in a special committee appointed to "explore strategic alternatives" for the company, headed by Pirate's own Zachary George. And it was this committee that likely pressured the company into instituting the $40m share buyback, which was recently announced in the company's 10Q filing with the SEC.

Is this buyback all that the hedge funds were seeking or is there something more? Many traders are speculating that something else is in the works. Caxton recently acquired a lot of call options, which are instruments that make the most money on short-term price movements, not long term investment. This, combined with Pirate's 5% increase in ownership, indicates a lot of conviction by those closest to the company. What exactly will happen remains to be seen, but one thing is certain - PW Eagle is definitely a stock to keep an eye on.

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The Warnaco Group, Inc. (NDAQ:WRNC) is the most recent target of the Barington Group, an activist hedge fund seeking to "unlock shareholder value" through any means possible. In their 13D filing with the SEC on the 21st, Barington disclosed a 5% stake in the company and outlined the issues it wanted the company to address:

• the improvement in execution by the Company’s senior management team and oversight provided by its Board of Directors in light of a string of what the Reporting Entities believe to be recent operating disappointments stemming from (a) the recently announced financial restatement caused by accounting issues at the Company’s Chaps division and swimwear segment and the resulting Securities and Exchange Commission informal inquiry, (b) disruptions and excess costs associated with poor implementation of SAP at the Company’s swimwear segment, and (c) missed revenue growth and gross margin targets;
• a substantial reduction in equity grants, including stock options and restricted stock, which have averaged 5.0% annually or a staggering 17.6% cumulatively of the Company’s shares outstanding over the past three and one-half fiscal years;
• the improvement in gross and EBITDA margins, which currently trail peer averages by approximately 800 and 600 basis points, respectively, through a reduction in SG&A and corporate expenses and better merchandising;
• the disposition of non-core brands and licenses, especially in underperforming divisions of the Company's intimate apparel and swimwear segments; and
• the exploration of strategic alternatives, including, without limitation, the possible sale of the Company.

The company's stock rose slightly on the news, settling around $19 per share. The company is trading at a discount with a 0.82 PEG ratio and a 12x forward PE ratio. The company is also solid fundamentally with solid brand names like Speedo, Calvin Klein, Chaps, Nautica, JLO and Ocean Pacific. Any of the actions mentioned above would likely boost the price of this stock significantly.

Currently, these are just words; however, Investors should watch for future Form 4 and 13D filings from Barington as the fund positions themselves to convince management to make these changes happen. Investors should also watch for a response from the company's management and/or any meetings with the Barington Group. Warnaco is definitely a stock worth keeping an eye on as this story unfolds.

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Google Inc. (NDAQ:GOOG) made an interesting filing on July 20th that is only now starting to garner attention after the WSJ covered it. The filing is a 40-APP, which is an "application for exemption and other relief filed under the Investment Company Act of 1940". Although the document is only a automated notification generated as a result of a paper submission, it does highlight Google's concerns.

The Investment Company Act requires any company that holds more than 40% of their worth in securities to disclose their holdings - as they are considered in the eyes of the SEC as an investment company/fund. Google currently has just over $14 billion in assets with almost $6 billion of that in securities - unfortunately for Google, that's 42%. The company also has $4 billion in cash! Google currently holds primarily U.S. Governement bonds, but is seeking to move its money into higher yielding municipal bonds and high-grade corporate bonds. Notably, companies like Yahoo and Microsoft obtained similar exemption which allowed them to utilize higher yield investment tools.

It is unclear as of now whether or not Google will be granted the exemption. If they are not, a look into their investments might tip investors and their competition off as to future acquisitions and other intentions. What does this mean for Google investors? Well, if they are able to gain the exemption, it will mean increased investment returns for the company. These returns could be substancial given the large amount of cash and securities that the company has invested. If they are unable to gain the exemption (which was Yahoo's problem before they tried a second time), they may be forced to reveal their equity holdings, which would give investors a good look into possible acquisitions and areas of interest for Google. Either way, this is definitely something to watch.

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Science Applications International Corp, or SAIC, announced yesterday in an 8k filing with the SEC its plans to go through with their restructuring and initial public offering. SAIC is one of the world's largest private companies, providing technological products and services to various private and governmental agencies - the company is most well known for its close ties to the CIA and Department of Defense. SAIC initially planned on going public in the first few months of 2006; however, they delayed the process in December after it incurred unexpected costs from the a contract with Greece, which resulted in a $115m loss.

In a memo, the company outlined the upcoming IPO process:

"We will file an amendment to our IPO registration statement with the SEC in early September that contains a prospectus including updated financial statements for the first six months of fiscal 2007. The prospectus will also show an initial or preliminary IPO price range within which we expect to sell shares in the IPO. We will determine the price range in consultation with our underwriters (Morgan Stanley and Bear Stearns), which will reflect current market conditions and recent financial performance. Shortly after filing our IPO registration statement, senior management will embark on a "road show" to present information about our company and its prospects to potential investors."

When the company updates its prospectus it will give shareholders a better view of the company's current financials. With many related companies experiencing a slowdown recently, many analysts are casting doubt as to whether SAIC will be able to IPO at a price close to their June projected price of $47.28. Regardless, when one of the largest private companies on earth is going to IPO, it is always something worth keeping an eye on...

A recent report by Glass, Lewis & Co. revealed that the number of delinquent quarterly filings by companies with a market cap over $75m has hit a new high of 138 after the previous record of 120 set just last quarter. The number is about 52% higher than the number one year ago at this time. The commission attributes most of these deliquencies to the recent options backdating scandel that has hit the market, which have caused many companies to take another look at their books before releasing their most recent numbers. Over 80 companies are currently under some kind of investigation from the SEC - 48 of them have delayed their quarterly filings as a result. So far, only two companies have had prior CEOs convicted. Other reasons for the delays include restatements and unresolved accounting issues. The final impact of these delays remains to be seen, with some analysts suggesting that this will all blow over and others saying this is something that cannot be ignored.

Aether Holdings Inc. (NDAQ:AETH) has decided to switch businesses yet again. For those who don't remember, Aether started out in the wireless business back before the dotcom boom. After reducing its workforce by over 99% and watching its stock price move from mover $300 to under $3, the company decided to get into the mortgage securities business. Now, in a recent 8-k filing with the SEC, they announced they were changing businesses yet again - this time to the footwear business (through their NexCen Brands subsidiary). According to the filing:

"On August 21, 2006, Aether Holdings, Inc., a Delaware corporation (the “Company”), NexCen Franchise Brands, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“NexCen Brands”), and NexCen Franchise Management, Inc., a Delaware corporation and wholly owned subsidiary of NexCen Brands (“NexCen Management,” and together with NexCen Brands, the “Purchasers”), entered into an Equity Interest and Purchase Agreement (the “Purchase Agreement”) with Athlete’s Foot Marketing Associates, LLC (“Seller”), Athlete’s Foot Brands, LLC (“Brands”), The Athlete’s Foot Marketing Support Fund, LLC (“Support Fund,” and together with Brands, the “AFB Companies”), Robert J. Corliss (“Corliss”), Donald Camacho (“Camacho”), Timothy Brannon (“Brannon”) and Martin Amschler (“Amschler,” and together with Corliss, Camacho and Brannon, the “Shareholders”)."

They also announced their exit from the mortgage securities business with the sale of their remaining assets:

"Exit from Mortgage-Backed Securities Business:

At the same time as it approved the Acquisition, the Company’s Board of Directors (the “Board”), taking into account a range of business, strategic and financial considerations, decided that it was in the best interests of the Company and its stockholders for the Company to sell its remaining MBS investments for the purposes of exiting the MBS business and allocating those assets to support the growth and development of Aether’s IP business. The decision to exit the MBS business and focus on the IP business is not conditioned upon the completion of the Acquisition and, in light of the Company’s intention to finance a portion of the Acquisition purchase price with third-party debt, the Company expects to complete the Acquisition without needing to liquidate any of its MBS investments.

Because the reallocation of the Company’s MBS resources to the IP business may be considered a 'sale of all or substantially all' of the Company’s assets under Section 271 of the Delaware General Corporation Law, the Company will seek stockholder approval at its 2006 annual meeting to effect this reallocation of its assets. The Company expects to file a proxy statement for the annual meeting with the Securities and Exchange Commission within the next two weeks and anticipates that the annual meeting will be held early in the fourth quarter."

The company's new business plan is to convert all the stores it acquires into franchises and then maximize their value by building their brand. So why should we be concerned with such an unfocused company with a long history of losses that is currently struggling with it's second turnaround attempt? Well, because of the long history of losses (and its bank account)! In the tax world, there is something known as a "net operating loss carryforward" (NOLs), which enables companies to deduct their past losses against future earnings. This will give Aether a big break as it works to turnaround the company in a new market. Moreover, the company also has about $2/share in cash! This will help the company with funding acquisitions and paying off long-term debt. All things considered, the company has a dirty past and a long road ahead of it, but management has a lot of leftover "benefits" available to them to effectively capitalize on their new strategy. Whether or not they are able to do so remains to be seen; however, the stock definitely warrants keeping an eye on!

Intermagnetics General Corporation (NDAQ:IMGC) announced yesterday in a 14A filing with the SEC that they plan on moving forward with their merger plans with Royal Philips through their subsidiary Philips Holding (NYSE:PHG). This merger, which was originally announced on June 15th, had been the subject of two outstanding shareholder lawsuits that sought to prevent the merger. The lawsuits alleged that the company had "breached their fiduciary duties by failing to publicly announce an open bidding process or otherwise seek additional officers to acquire Intermagnetics, and by failing to provide full disclosure to certain material financial information." In their filing, the company noted that these lawsuits had been resolved, but gave no details. Shareholders who are on record as of August 16th will be able to vote on the proposed merger on September 26th.

Their proxy statement outlined the details of the transaction:

"If our stockholders adopt the merger agreement and the merger is subsequently completed, you will be entitled to receive $27.50 in cash, without interest, for each share of Intermagnetics common stock you own, unless you have properly exercised your appraisal rights. On June 14, 2006, the last full trading day prior to the public announcement of the merger agreement, the closing price of our common stock was $21.38 per share."

The lawsuits may have had some merit. The buyout premium in this case is only 28% - at a price less than a recent 52 week high made by the company. Why wasn't a bidding process announced so other suitors could potentially offer a greater amount to current shareholders? The board of directors, who approved this plan, are supposed to always act in the best interest of shareholders...

With these lawsuits settled, the company only needs a proxy vote and approval from the EU before moving forward. With a 70% institutional ownership stake, it is likely that the merger will move ahead as planned.

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